


The Very Thought of You

by in_motu_proprio



Category: Agents of S.H.I.E.L.D. (TV), Marvel Cinematic Universe
Genre: Age Difference, Boss/Subordinate Relationship, Cunnilingus, Drinking, F/M, Female Bros, Fingering, First Time, FitzSimmons Friendship, FitzWard Unrequited, Getting Together, Hair Pulling, Het, Kinky, M/F, Masturbation, May/December Romance, Multiple Orgasms, New Relationship, Nightmares, Oral Sex, Pining, Romance, Rough Sex, Roughness, Sex Positive, Spanking, Squirting, Voyeurism, blowjob, date
Language: English
Status: Completed
Published: 2014-04-14
Updated: 2014-05-10
Packaged: 2018-01-19 10:30:52
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 17
Words: 30,814
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/1466110
Author URL: https://archiveofourown.org/users/in_motu_proprio/pseuds/in_motu_proprio
Summary: <blockquote class="userstuff">
              <p>Jemma's mind has been wandering a lot lately, and doing so in the direction of one Agent Phil Coulson.</p>
            </blockquote>





	1. Chapter 1

**Author's Note:**

> This takes place somewhere between The Girl in the Flowered Dress and the beginning of Captain America 2. There are currently no spoliers for the second half of Season One of Agents of S.H.I.E.L.D. or Captain America 2. (05/04/14)

"... no, but if we loop the...."

"That will short..."

"You're right. Damn." 

"And if we...."

"But then it's going to...."

Skye turned to Ward, watching FitzSimmons as she tried to avoid him bringing up the topic of her tardiness. He generally was not happy about tardiness, but wound up enjoying the punishment the sick bastard. "How long have they been at it?" Ward looked at her, frowning. 

"Doesn't matter. You're late." Mr. Personality looked pissed at her and Skye just started to do the required push ups. "Don't half ass it this time. Keep your body flat, don't pop your butt in the air." Skye stuck her tongue out at him and watched FitzSimmons geek out over Sleepy or whatever drone it was that they had opened on the table. May was driving the Bus so that just left AC unaccounted for. When she was in these physical, mentally-null moments, she wondered what her team would do if they weren't Agents. She'd formed totally silly and involved stories for everyone. 

Fitz would be an Irish Roaver, going around the countryside singing and tinkering with people's shovels to make them jet powered or something. Skye could see Ward working in government, perhaps at the DMV. He certainly had the personality for it. Simmons would be a librarian with a serious interest in cybernetics. May and AC were harder because they were older, they _WERE_ S.H.I.E.L.D. to her. Skye felt a hand on her shoulder and looked up. "Huh?"

"I asked you how your time on the range was this morning?" _Shit._ He took a deep breath, one that meant she was about to get chewed out, and Skye prepared herself for it. It never came, though, because AC descended the stairs in that slightly lopsided way he did. 

"Up. Get yourselves ready. We've got a mission." Skye noticed that AC's presence had gotten Simmons' interest as well. Fitz was still going on about Sleepy, but Simmons... she was focused 100% on AC. Interesting. It wasn't that the guy wasn't compelling. He walked into a room and either he kept himself so silent he could have snapped your neck before you realized he was there or he was a presence you couldn't ignore. Simmons just seemed a little extra focused. Skye noticed that she had been since AC had come back from his time with the girl in the flowered dress.

AC stepped into the lab and ... was that a blush? Did Simmons really just blush? Oh, this was too good. "Skye," Ward's voice finally cut through her mental monologue.

"What?" It was more than a little short because Fitz had called AC over to the table to look at the drone and Simmons had deffinately looked when Fitz dropped his controller and AC bent to pick it up. 

"Skye, Jesus, how are we ever going to send you out? Get your shit together and get to the briefing room. If you're late, I'm giving you laps." The fact that they were in the Bus and it was currently flying meant nothing. There were many, many couplings outside for them to hook into, Ward assured her. He'd shown her two when the had landed once. Laps meant trips around the bus' midsection using only mountain climbing gear and a safety rope to pull you back in if need be. Skye knew the physics on that weren't right, but really, she tried to suspend disbelief wherein S.H.I.E.L.D. was concerned. It tended to make things go a lot easier on her brain when shit got weird. 

"Yes, Sir, Mr. Grumpy Pants, Sir." She threw off a mocking salute and shot a glance into the lab where AC had his hand on Simmons' shoulder. Thrilled didn't even cover the look on the redhead's face. The word 'twitterpated' came to mind and she had images of Simmons as Bambi. She didn't dare linger any longer because Ward was already staring daggers at her. She high tailed it up the spiral staircase to change and get to the briefing room. She wasn't going to take her chances doing laps, even if she did think it was BS. 

**********************************************************************************************

 

That same flush stayed on Simmons' cheeks the entire briefing. AC went through his usual quick overview before May got more involved. It was always a little weird to her when the plane kind of flew itself. Logically, Skye got it, but there was that animal part of her that worried about falling out of the sky. It was a very normal human reaction to flying, she'd been told. "... so the entry points are here, here, and here. There's a balcony overlooking the water here that could prove a potential exit and...." Skye wasn't tuned out, she was getting everything AC was saying, but she was watching Simmons watch AC. 

Skye supposed that he wasn't a bad looking guy and God knew he had a reputation for many things. She'd watched as agents at the Hub watched him walk past. Coulson left a wake in the agents, some looking at him with fear, others with awe, and some like Simmons. Skye got the feeling that despite that prim exterior, there had to be something wild about Simmons. Maybe this was it. Maybe she had daddy issues and maybe she wanted to work them out on Coulson's dick. _Ew_. Ward gave her a look and Skye realized the face she'd pulled in her mind had manifested on her actual face. He gave her another of those _I can't believe I got stuck as your supervising officer_ looks. 

May and AC debated exit strategies and then it was FitzSimmons' turn to give the rundown of the technology that might compliment the mission's goals. Fitz got right down to it, but Skye noted that Simmons was taking slow breaths in through her nose and out through her slightly pursed lips. She was nervous. Simmons was often full of energy or over involved in what she was saying, but right now she was as useful as a mime. AC's gaze turned on Skye and Skye gave him a grin. He rolled his eyes and refocused on Simmons who was finally able to speak and had caught onto one of her trains of thought. It was a good thing because the girl finally looked like her blood pressure had dropped back to normal rates. 

"Melinda, how long?" 

"Wheels down in two hours, twenty minutes." The woman turned on her heel and went to the cockpit as AC shut down all the images of the misson. It was their unofficial dismissal. Skye hurried out, wanting to both avoid Ward and to find Simmons before she became part of FitzSimmons again. Turns out she didn't have to wait long. Simmons shot past Skye to her room, quickly closing the door. Most people would assume it was to get ready for what they were about to do, but Skye had a feeling the girl was going there to compose herself. Skye walked by, noticing that Simmons hadn't closed her door all the way, either that or it had bounced when she darted in there in all haste. 

What Skye saw on the other side of the door was, indeed, Jemma Simmons getting herself in hand. Literally. The girl was leaned back against the back wall of her small compartment with her hand between her legs. Skye couldn't actually see any skin, but it was perfectly clear what Simmons was doing. Skye watched Simmons' hand move quickly, her skirt bunched up at her wrist, covering everything but the frantic movement of Simmons' hand. Skye told herself a dozen times that she ought to go away, not to watch this, but Simmons was pretty and it had been awhile. The girl had one hand over her mouth to muffle any noise and as she came. Simmons' mouth closed on the heel of her hand, thighs clamping together as her other hand moved to light speed. 

"Woah." Skye stepped back quickly and hurried towards the briefing room, pretending to need to go over the schematics again, but really just needing to figure out what the hell she just saw. Did Simmons really just run to her room to rub one out after a briefing? Weird. Super, duper, DUPER weird.


	2. Chapter 2

Jemma told herself that she could be cool, that she could maintain herself around Agent Coulson. It wasn't going to kill her to give a briefing. That had made her think of de-briefing someone. That led to thoughts of her on her knees and it had just gone downhill from there. It was that damned surveillance video. She'd been analyzing how the drones worked in attack mode and she'd caught something in the background. It was Agent Coulson, fighting. She hadn't seen him like that before. Of course she'd heard the stories, the glories and utterly terrifying things that he'd seen, or at least what the recruits at the academy said about him. It had surprised her how fluidly he moved and she had zoomed in. Jemma watched that fight half a dozen times before she shut it off and made herself go back to work. 

The whole day, though, she'd thought about the fight. By the time she got to her bunk, it had played over in her head thirty times at least, and the images were more intense if Agent Coulson was near. Thoughts of those fights made her consider how strong he was. The man had been dead and was that good in a fight? What had he been like before? Using Skye's password, Jemma accessed training videos from Coulson's files. She'd heard May mention the training videos in passing to Agent Coulson and had noticed how he'd blushed. That was ages ago, though, and before she'd seen how he moved. For half the night she'd watched a young Phil Coulson decimate opponents in the ring with some of the most violent and intense fights she'd ever seen. 

That night Jemma's dreams had been of her watching ringside while Phil, she was allowed to call him that in her dreams, while Phil beat another agent to bits. She'd woken up flushed and incredibly aroused. Contrary to popular belief, she was not an utter prude. Jemma enjoyed sexy things, she just didn't go about flaunting her interests like some people. That morning was the first time she'd slipped her hand in her pants and rubbed herself to orgasm thinking about Phil Coulson. After that she couldn't think straight when he was around. Jemma walked toward the lab, chastizing herself for how she'd behaved at the briefing all because she couldn't keep her libido in check. It really was mortifying. 

Thank goodness he hadn't asked her to speak when he'd come to the lab earlier. Jemma wound through the corridors down to her lab as she thought about how good he'd smelled when he stepped close to look at something Fitz was showing him. That was how bad this was, Jemma couldn't even recall what the heck Fitz was talking about. All she could focus on was Agent Coulson's cologne. He wore this scent that was sort of woody, sort of leathery, and there were tones in it she couldn't identify. The thought had occurred to try to isolate what they were from a sample. But then she'd have to get a sample which required sneaking around, which she was dreadful at. 

"What took you so long," Fitz chastised as she entered the lab. 

"Female issues." Fitz blushed and looked away, mortified. It was a good thing he didn't pay attention to how often she had 'female issues' as it was her go-to when she had to lie to him because he was so grossed out by the entire idea. 

"... Sleepy's up and going again." And bless Fitz that he just launched into his thoughts on her wiring system. Sleepy's that was.


	3. Chapter 3

They touched down and things went to crap real quick. Coulson was calling the shots from the short bus and he was calm as usual though Skye could hear horns passing him at an alarming rate. And was that a train? "AC, we're good. Made it to the safe spot." The safe spot happened to be a Starbucks bathroom in a mall in Belarus. The safe spot also happened to currently house both herself and Simmons. They weren't supposed to encounter any agents, they were supposed to be in and out easy as anything, but that was before the soldiers showed up. May and Ward had went into battle mode and Skye grabbed Simmons' hand and ran like hell for the closest safe spot, Coulson directing the entire way. 

Apparently S.H.I.E.L.D. maintained a few spots like this in most major cities. They kept a closed database on places agents in trouble could flee to. "I want you both to lay low for the time being. There's going to be a fake gas leak soon and we'll come extract you then. For now, just sit tight." The earpiece made the bloop noise that said he'd muted for a moment. Skye looked to Simmons who was shaking like a leaf. 

"Simmons... hey, we're good. We're safe as we can get right now, ok?" Skye scooted over to sit next to the girl, putting her arm around her. "You're frozen. Here." Skye pulled off her scarf and wrapped it around Jemma. "Hey... talk to me?"

"Skye," Coulson's voice came over the earpiece again and she had to admit that every once in awhile she felt like it was the voice of God whispering in her ear. It was kind of creepy. "Ward and May can't get to you. You'll have unfamiliar faces, but they'll be in tactical gear."

"Yeah, the Sunshine Twins were pretty busy when we saw them last." Skye smiled and hoped to get a smile out of Simmons to no avail. "Hey... AC... can we hurry up on that gas leak? Simmons seems a little out of it." 

"I'll see what I can do." The earpiece made the 'hanging up' sound, a sort of chirp and Skye sat back, noticing that Jemma's attention seemed drawn off to the left. _Earpiece_ , Skye thought. _He's talking to her._

"... y... yes." Skye kept her mouth shut and tried to look away as Coulson talked Jemma down a little. "... hypothetically... y... n...." Simmons drew her knees up to her chest and laid her cheek on top of one, looking off into a distance that wasn't there, maybe tracing the patterns in the fake wood grain on the door. "Yes, Sir. Yes.... s... soon, yes." Simmons smiled just a little for a second before it was clear that Coulson was no longer on her earpiece. 

"Better?" Jemma nodded. "He can do that, Coulson. Don't know how, but he's really good at making crappy stuff better somehow." Jemma nodded again, hugging her knees to her chest. Skye decided to push it a little bit. "I mean it helps that he's not bad looking for an older guy. Not that Coulson is my type, but I could see him being some girl's type. Strong, competent, able to kill you with an eraser....." Simmons was flushing and Skye kept on a little bit. "He's got nice arms." 

Simmons sat up a little bit so she could nod. "He does." 

"I hear all these stories about him, about what a badass he can be, but then I look at him and.... I mean, he's a middle-aged guy. He shouldn't be capable of that kind of stuff." Skye glanced at Simmons who seemed a little better for having talked to Coulson... and a little about him. "Ward said he started sparring with May a couple of weeks ago. I'd pay to see that." 

"I saw it," Jemma said quietly, thinking about the rolling fight in the belly of the plane. She'd gone down for some heavy water and had heard noises. 

They both jumped at a big boom and suddenly talking about Coulson seemed like the best thing in the world. Skye fidgeted as she heard what sounded like a bunch of people freaking out at an announcement in Russian. "So what was it like? Who won?"

"I don't think it was about winning, more... it was more about the fight, I think. Did you know that he's got a tattoo?" Jemma tapped her bicep. "Captain America's shield. And his Army Ranger unit in the middle." She licked her lips without thinking, wondering if she'd be able to detect the bumps and ridges where colors met on the tattoo with her fingertips. 

"Seriously? That's... well it's kind of cute," Skye laughed. 

"... and sexy." Jemma slammed her mouth shut after she'd said it, Skye turning to her in slow motion. 

"Ok, so I wasn't going to bring it up, but girl you just swung that door wide open. How long have you had the hots for AC?" Their coms chirped and Jemma jumped a mile, flushed all over. 

"You have two friendlies less than 100 meters out, ladies. On your feet and ready to run." Coulson was on and off quickly, but that didn't stop Simmons from nearly exploding in embarrassment. 

"I won't say anything. Promise," Skye reached out to pat Simmons on the shoulder. "It's fine. Relax." 

"How can I," Simmons asks plaintively as they hear boots coming near. Skye crossed her heart and the door bursts open to reveal their rescuers, two very intense looking women who grabbed one each and went running out of the Starbucks at top speeds.


	4. Chapter 4

When they got back to the Bus, Coulson was on the phone raising holy hell as he paced the length of the bay next to Lola. "Well you can tell them they might as well shove their...." Skye watched Ward's brow shoot up as Coulson told the person on the other end of the phone just what they could shove where. "Yeah, well two of my people ended up neck deep in mercenaries and another two were pinned down in a Starbucks bathroom." 

Skye slipped in next to Ward and nodded to Coulson. "He's in a good mood."

"The intel they gave us was shit. May's in medical getting stitches and Simmons looks totally shell shocked." He nodded in the redhead's direction and Skye saw that Simmons was shaking a little bit while Fitz asked her a million times if she was ok. Simmons' eyes were not on Fitz, though. They were on Coulson as he reamed the person on the phone a new asshole, never raising his voice, but getting very creative about how he described pain and death to whomever put his team in jeopardy. He looked like he wanted to slam the phone down and Skye could nearly imagine him lamenting the loss of the land line. Those were good for hanging up angrily. There was something lost in expressing anger by hanging up a cell phone. There was only so hard you could poke. 

Coulson looked over and met Skye's eyes, giving her a once over before looking to Simmons. Skye saw an expression of concern skate over Coulson's face as he headed over to her and Fitz. "Let's get the debriefing over with. Skye, you're next. Ward, go check on May. Fitz.... I'm sure you have things to do." There were other agents, other teams in their respective pods, forming around the Bus as reinforcements arrived. Skye watched Coulson lead Simmons away from them, his hand skating to her lower back as they went up the bay door past Lola and the SUV. 

This was part of why Coulson was pissed. Jemma Simmons, while brilliant, was not meant to be in situations like she'd been. Climbing trees and looking for Berzerker Staffs, fine. Poking alien rocks, fine. Being fired at by faceless mercenaries ... no. "Let's get you some tea before we sit down." The girl nodded, quiet as they climbed the stairs to the main deck. "Though, really, you should have brought me back a coffee." 

"Two sugars, one cream." they said it together and Simmons let out a high pitched, nervous laugh. He decided to continue prodding her a little bit because at least it made her laugh. Phil knew she wasn't wholly green. She wouldn't be on the team if she weren't of great use. He just really didn't like the idea of her in a firefight. "No excuse, Simmons. Next time you're pinned down in a coffee shop, I expect a cup."

She laughed again and Phil gave her a smile, nodding to the table as they walked into the galley. "Pick your poison," he nodded to the tea humidor on the table where it had been left after breakfast. "Pull me out a bag of that orange one." Phil let her do those simple tasks, hoping giving her simple directions would snap that brilliant mind back on track. She'd had trouble since the alien virus, since she'd jumped out of the Bus. Phil squashed that thought down, not wanting her to sense any annoyance. Today was not her fault. 

He leaned back against the counter and looked at her. She was pale and shaky, but she was ok. Phil was proud of that and clasped his hand on her shoulder silently for a moment before the kettle whistled and he went to attend it. Soon enough they were taking their tea and two packages of mini donuts to his office. She went to sit on the wooden chair he had before his desk and Phil went around the other side. "When you're ready," he pulled out a pen and turned on the recorder to capture Jemma's story. 

The girl was efficient and quick about telling her story, her eyes on her tea or her hands most of the time. Phil could sense her discomfort and tried hard to put off as non-threatening a persona as he could. Still, she seemed nervous. He reached out and turned off the recorder, tapping his fingers on it a few times before taking a deep breath. "Something's going on with you, Jemma." Her eyes shot up to his, face surprised. "Whatever it is, if there is anything I can do about it...." Coulson reached out to pat the back of her hand, noting how tense she got when she was touched. He pulled back reluctantly and turned the recorder back on before asking her to tell him her story one more time.


	5. Chapter 5

Stupid, she was so bloody stupid. He knew now. He knew that something was going on with her and she was going to get busted for having a mad crush on her boss. Perfect, bloody perfect. Fitz came up to her, mouth open to speak, but she shook her head. "Later." May announced that they'd be taking off shortly and had a twelve hour flight to Indonesia. Jemma hadn't a clue what she was to be doing there, but it didn't really matter if she died of mortification and shock before they touched down. 

Why in the hell did she have to see him fight? That was when all this started. Before then, he'd just been Agent Coulson. He'd just been her supervising officer and a legend among SHIELD agents. She said just like there was any sort of equivocation. Phil Coulson _was_ the walking epitome of what a S.H.I.E.L.D. agent ought to be, unassuming, brilliant, and deadly. Jemma had seen the first two in action often enough. The third, though, she knew about only perephrially. It was after she saw that fight, that bloody video, that she started seeing _him_ differently. 

Instead of ink-stained hands meant for paperwork, they were suddenly deadly weapons. And that, well that turned Jemma on beyond belief. She coudln't pinpoint when it began, when Jemma's interest in violence as arousal began. No one would know, other than Fitz, that she was capable of starting a full on brawl over a football match. Though, to be fair, she'd not actually thrown any punches. She'd just called the other team's forward a very impolite name in a pub. Jemma courted the edge of violence, that was part of why she was so good with S.H.I.E.L.D.. She knew she didn't have the constitution May or Ward had. She didn't see herself being able to go into the thick of it. Jemma, though, got to experience a lot of it by proxy on the bus. It was terribly exciting in that: I am mostly safe in the my lab way. 

She'd just about gotten herself under control when Skye slipped into the lab, glancing around for Fitz before heading over to Jemma. "How are you doing?" Skye's hand automatically came to Jemma's shoulder, rubbing it a little. It was amazing that Skye could be so physical so easily. It was something Jemma envied. In her dreams she was like that, but in actuality, she was a touch clumsy. 

"Fine, fine," Jemma replied as she slid away, turning to her 3-D model and putting it into suspension for a moment to give Skye her attention. "Thanks... for earlier." 

"Hey, wasn't me that really calmed you down. That was A.C." Skye hopped up onto the counter, feet swinging as she looked Jemma over. "And you looked like you were ready to cry when he asked you to come to his office. He's a smart guy, and I'm not saying anything, but he's going to notice. Or someone else is. That's the problem being on a plane with a bunch of super spies." She was trying to make light and Simmons appreciated that. "You and I have to work on your lying skills." Skye took a deep breath and slapped her thighs. "I propose lessons. You teach me some sciencey stuff and I'll work with you on your poker face. We can even do them at the same time. Let's start simple. What's that in your hand?" 

Jemma looked at her hand. "It's a spanner." She didn't get what Skye was doing. 

"No, lie to me. Tell me it's a banana or Excalibur." Simmons looked at Skye skeptically. "Come on. Start small. You're not just convincing me, remember." Simmons took a deep breath, understanding what Skye was saying without her repeating herself from earlier. 

"Alright... it's... a walnut." Simmons snickered.

"No laughing." Skye frowned, well she forced one, which only made Jemma laugh. Considering where she'd been earlier in the night, it was clear that they both preferred Jemma laughing and silly to scared and silent. They ended their round when Ward made an announcement over the PA that he'd made too much spaghetti and whomever got to the galley first got his leftovers. Skye despised cooking, so she hopped off the counter and made a break for it, meeting Fitz on the upper decks. Jemma knew that Fitz had entirely different reasons for wanting Ward's pasta and, frankly, she hoped that Fitz's attraction to Ward manifested itself one day. She knew how much Fitz was attracted to him and it took a lot to get Fitz to notice more than his dodads. 

Jemma ignored the announcement in favor of sitting on her bed reading a novel with her door open. When the Bus had calmed down and everyone was off in their own little corners, that was when she saw him. It was like seeing a yeti or bigfoot, maybe a unicorn. There wasn't wildlife on the Bus, rather it was Agent Coulson making food. They all knew he ate, but as far as they all knew, the only thing he did eat was donuts and sickeningly sweet coffee. May had picked up Coulson's by mistake once and nearly spat it out. Well, for May a sharp blink was complete surprise. Right now, though, he was at the small stove preparing something all in one pot. She watched him, sliding off of her bed and into the doorway. He picked a little of this and that, mostly using bit and ends of things, but threw it all in one pot, seasoning as he went. He was...

"You don't have to watch from the door. If you're hungry, come over and help." His voice broke her out of thought so sharply she wrapped her arms around herself in defense. 

"Sorry, sir... We just don't ever see you eat. Well real food. There's the donuts, the coffee. Skye said she saw you eat pancakes once. Always sweet, but there's nothing sweet in that. In fact it looks quite savory and I...." Jemma realized that she was doing that talking a mile a minute with no end in sight. She took a deep breath and gave him an embarrassed smile. "Just wound up. With everything today." He nodded at her and gave one of those Coulson looks that showed how much he felt her pain. 

"You did well keeping your head." Coulson shifted the pan a bit, moving the contents. "Have you eaten? I assume you weren't part of the cattle call for Ward's leftovers earlier?" She smiled. It was a good, honest smile and she slipped out of her room towards him. 

"No. Like I said, jittery." The distance between them seemed to morph and warp a little and it felt like it was acres not feet between them. Handsome, she thought as she stood awkwardly and watched him cook. 

"Not too jittery to find me a couple of spices?" It was good for her to have something to do and Agent Coulson clearly knew that as he gave her clear, gentle commands. It was comforting only because it was him. She bumped into him twice as they worked in the small area, her hip sliding against his both times. She'd flush and look away and he'd comment about the size of the Bus never seeming to be enough. Eventually he plated what he'd made, a sort of stir fry that he put over rice. 

"It smells nice," Jemma complimented. He brought both plates over to the small table, setting them down and then moving to pull out Jemma's chair for her. "Sir..." He gave her one of those smiles that said 'humor me' and she did, sitting down and letting him tuck her in. She waited for him to sit and have the first bite before she took hers, deciding to return his good manners with her own. "Delicious." She made an appreciative noise and smiled at him. 

"You blush when you're lying," he countered, getting even more of a blush out of her. "It's passable. I've never been a good cook." 

"I'm to understand that not a lot of great chefs come out of the Army Rangers." This time it was him that smiled, that quick, genuinely amused one. Jemma really liked that one. "Sorry, read your file." He waved his hand, though, as if to say he expected it. Of course he would. She'd read whatever she could about her new team while she and Fitz were getting ready to join. 

"And what else did it say?" He raised a brow, almost challenging. 

"Just the basics, your CV, if you will. It's not like I'm a Level 7 or anything." She looked down at her food, reminding herself that it was creepy of her to have done all that reading as Fitz had often told her when she gave him a bit of gossip or a factoid. "I didn't realize you were as highly decorated as you are." Now it was his turn to blush a bit and Jemma decided that she _loved_ the way he looked with that flush of life under his skin. 

"Believe me, it is far more a reflection of the men I've served than of my own talents." For some reason it got under her skin that he wouldn't take the compliment and she frowned a little. "What?" She was reticent to say it aloud and he had to prompt. "Jemma?"

"I just... you shouldn't put yourself down like that." The look on his face said that Coulson was surprised by her forthrightness, and so she continued. "I'm sure there are men and women who've been under you in service who say the same thing." She was soft when she spoke, not wanting to draw attention to them. "I would say it," she told him, feeling like he might need to hear it. Coulson had been different since he'd come back to his team, since he'd been held in that hellish town that wasn't. "And everyone else on this Bus would too." 

Instead of acknowledging her words, he glanced over at the stove. "There's more if you'd like." She let out a frustrated sigh and he got up, bringing the pan over to divide up the leftovers. That was the problem with Coulson, he could end a conversation in the most polite way possible but let you know in no uncertain terms that it was _over_. "Take the rest. You need it." He got to his feet and clasped his hand on her shoulder for a moment. "You should get some rest. Long day." He slipped out silently, leaving Jemma at the table with zero appetite feeling like a heel for making him end the conversation so quickly.


	6. Chapter 6

Like many other nights, sleep didn't come easily to Phil. He sat up suddenly, grasping his chest, his fingers pushing on the scar. He was alive, he was real. "Alive. Real. Alive. Real." Phil's breath filled up the space and he suddenly felt like the walls were closing in on him. If they weren't in the air, he'd have been out of the Bus in a second. Instead, he pulled on his robe and got out of his room into the open area in the middle of the plane. Everyone other than May was asleep, well he assumed that at least. He just needed some air, maybe a drink. Maybe a couple of drinks. That had been becoming a habit lately, the only way he could fall back asleep after one of these attacks. His hand remained on his chest, rubbing at his scar softly. _Alive. Real. Alive. Real._

He poured himself a whisky, holding the square glass in his hand like a talisman, thinking about making it a double right off the bat. The initial burn started on his tongue, running down his throat. His lips numbed and he couldn't wait for the rest of him to do the same. Phil could feel it like it had just happened, Loki's staff piercing his chest, cleaving his heart literally in two. It really was close in here and Phil topped off his drink before deciding to take a walk around the plane. He needed to remind himself how big it was. He went down the spiral staircase and saw that the light in the lab was on. For a moment he considered going back upstairs, but frankly he could use a distraction even if it was Fitz. 

But it wasn't Fitz. It was an agitated looking Jemma swooping around in pajamas and a lab coat. Phil cleared his throat, making her jump. "Sir. I didn't see you there." 

"Super spy," Phil countered before taking a seat at the counter. "What are you working on?" That was usually all he had to ask to get her going and Phil wanted the girl to run on at the mouth so he could let her accent lull him a bit. Today, though, her explanation was quick, leaving Phil somewhat unsatisfied. 

"What has you up so late, Sir?" Phil raised his brow a bit and she let it go. "... a...about earlier, I didn't mean to upset you. I thought about it later and how hard it must be to be in the military and have those honors pinned on you when maybe the rest of your unit didn't...." He reached out to touch her hand, cueing her to stop. "Sorry. I really can't keep my foot out of my mouth today." 

"It's charming." Phil had meant to reassure her but it came out wrong. Well, maybe not wrong, but not professional. But then, how many people could be professional in pajamas? "I should try to get some sleep." He'd finished his drink and wanted another, truth be told. Plus, he felt a bit flustered at what he'd said. Charming was not a word you used to describe a scientist. 

"Before ... before you go, would you mind sitting with me while I have a drink? I don't like drinking alone but I think it's the only way I'm going to get any sleep." Phil couldn't refuse that and told her to clean up and meet him upstairs. He headed up to pour their drinks, his another whisky neat and hers a whisky rocks with a splash of water. It was sitting on the table when she ascended the stairs sans lab coat. Phil blinked a few times, trying very hard not to think about how _charming_ Jemma looked in her sleep clothes. 

"Not really proper, I know." She was in a modest ribbed tank top and a pair of pajama shorts that were just a little too short. "I'll fetch my robe." Without thinking twice, Phil stood up and took off his robe, holding it out for her. When Jemma came close, Phil could smell that vanilla note in her shampoo that always reminded him of Belize. "Thank you, Sir." 

"Phil. Or Coulson. You're wearing my robe and we're drinking together." Jemma nodded, swallowing hard. 

"Phil." He could see the pulse at the side of her throat race and Phil gave it a little thought. What would it taste like? Her voice snapped him back, eyes darting back to meet hers. "That's so weird. Phil. Phil." Jemma sipped her whisky, letting out a deep sigh at the first taste. "Oh, this is lovely."

"Powers." It was a little sweeter than Jameson and Jemma seemed to favor her drink a touch sweet. "Picked it up a few weeks ago. Help yourself." He often picked up a bottle here or there, but this one had been for her if he was completely honest. Phil hadn't been planning this but was glad it was happening. She needed to calm down around him. "Did you even lay down?" 

Jemma nodded. "For a little while. Couldn't relax, though. You?" 

"I've always been a light sleeper." It wasn't a lie, but it wasn't the truth either. 

"... I've noticed." She flushed and looked away, making Phil wonder how many times she'd seen him out here having a late night drink. "I... I'm sorry, that's too personal." 

"It's fine." Phil was trying to be more open with people and took a breath. "I think all of us have seen a thing or two to put us off sleep." Phil was feeling the whisky coursing through him and was actually feeling a little sleepy. Damned if he'd leave while she was talking, though. "You did well today." She flushed and shook her head. "You did. You and Fitz weren't put through field training like the rest of us. You did the right thing, but I think you should start training up a bit, both you and Fitz. I don't want you caught unprepared again. I hate to think what could have happened." Phil's voice was soft and gentle, eyes searching the girl's face. So pretty, so smart. Why did she have to be so damn young? 

He stomped out those sorts of thoughts and stood. Jemma tried to give back his robe and he shook his head. "If you're sitting out here, keep it." Phil had the distinct urge to kiss the crown of Jemma's head but resisted, instead giving her arm a little squeeze. "Try to lay down soon." Phil let his hand stay there far too long and she looked up at him with those doe eyes, that innocence almost palpable. 

"Sir? Phil, I mean." Her hand came up to cover his and he knew that she could feel the light tremor passing through him. 

"Good night, Simmons." Phil pulled back and headed for his office, closing the door behind him and locking it because what had happened out there was a bad idea in the making. Junior agents having crushes on senior agents was common enough, but it usually didn't go the other way. He'd looked at her differently since she'd almost died. Phil collapsed on his bed, looking up at the ceiling and quietly counting rivets until he finally fell asleep.


	7. Chapter 7

The next morning, Simmons had dark circles under her eyes and her butt was dragging. Fitz got onto something around mid-morning that had them both fascinated way past lunchtime. Around three, her stomach let out an obscenely loud groan and she had to pull herself away from what they were doing and head upstairs to grab a bite. Fitz didn't want to leave his project so Simmons promised to bring him down something when she was done. That did not mean she was going to rush. Simmons' eyes ached and she needed a moment to regroup herself. After she wolfed down some condensed tomato soup and a grilled cheese, she sat on the couch she and Phil had sat on last night. 

It was still so weird to think of him as Phil. He was Agent Coulson or Sir by day, but by night he wore pajamas and needed a drink or two to get to sleep. That was a Phil, not an Agent. Even Skye's name of A.C. didn't really fit. Simmons leaned her head back and closed her eyes, intending to simply give herself a quick ten minute nap like she used to in school. Phil invaded her mind, though, and she let it wander right into a half-waking dream of him sitting with her, of him touching her shoulder like he had last night, but he didn't go back to his room. Instead he leaned over and kissed her, tilting her chin up with his index finger until their lips met. 

"Hey... Jemma?" Skye reached down and stroked her hair softly thinking that Jemma looked like a little kid, all soft around the edges, relaxed. "Hey, sweetie... don't think A.C. would be cool with you napping on the couch." Jemma slowly came to, feeling groggier and worse than she'd felt in a long time. 

"Mmmm?" She looked up at Skye with bleary eyes and remembered being urged to her feet. "What time is it?" 

"After five." 

Jemma tensed and stood up on her own. "Oh my God. I've been asleep two hours out here." She was mortified and looked herself over. Had she drooled on the couch? What about her skirt, had it ridden up? She patted it down quickly and then went for her hair. That was the moment that Agent Coulson came out of his office, pausing for a moment before continuing on to the coffee maker, not commenting. Simmons was even more horrified by the fact that he was out and flushed deeply before trying to scurry off to her room. 

"Agent Simmons." Coulson's voice stopped her and she felt her heartbeat pounding quicker at his voice. "Please make sure you're up and at 'em for your training activities this evening, so if you need another nap, you ought to take it now." Simmons' entire body flushed at the thought that he'd seen her sleeping on the sofa. 

"Yes, sir. I'll just...." Simmons pointed out towards her room to disappear and hopefully die. 

"A.C., can I get a couple of minutes?" God bless Skye, Simmons thought as she slid into her room and shut the door, intending to text Fitz her apologies for not bringing him lunch when her hands stopped shaking. 

******************************************************************************************

Phil had scheduled in extra training sessions with Fitz and Simmons today. It was something he'd normally leave up to Ward or May, but frankly he thought either one of them could make Fitz and/or Simmons cry. This was about training them up, not about making them brutal. All he wanted was for them to be able to get out of tough situations and defend themselves. With that in mind, he had Fitz on the punching bag, just trying to toughen up his hands a little bit. The kid was soft as a boiled egg. Coulson saw Jemma come in and gave her a little nod. 

She was in work out clothes, tight yoga pants and a baggy shirt. He was grateful it was as long as it was and as baggy as it was. "Go ahead and warm up. Give me at least a ten minute jog while Fitz and I finish up." Phil turned away and let her get on with it, trying not to imagine what he'd seen the night before, all those curves hugged tightly by her pajamas. "Harder, Fitz." Phil stepped back and showed him a few times, nearly knocking the kid off his feet when Phil hit the bag. "Don't forget to use momentum." 

Phil held the bag again and made Fitz go through a few more rounds, pretending not to be looking at Jemma in the mirror. She was jogging, flushed and a little shiny. This was a bad idea. He'd known that it would be when he assigned them the training, but damn if he wasn't stupid for doing it. Phil was going to call May. Simmons would have to figure it out because he couldn't look at the girl like this. It was too much for his libido to handle. Doing that, though, would tip his hand. "You're done, Fitz. Ice your hands and take a couple of Tylenol. Trust me." Phil turned and looked at Simmons on the treadmill, not realizing that he licked his lips like a hunter seeing its prey. 

"Grabbing some water and a protein bar. Keep going." He needed to get out of here. Maybe he could claim a paperwork emergency. Phil wasn't scared of her, more of what the fallout could be. These things tended to get blown out of proportion if it wasn't just screwing. And while he definately wanted to take her to bed, he was not going to just do that. She deserved better and he couldn't give it to her, so Phil told himself to just get over it already. 

He ducked into the alcove they had a water cooler strapped down in and opened the cabinet above to pull a couple of bars out of the boxes they kept up there. _Get yourself together._ Phil ripped open one of the bars and took a bite just so he'd have an excuse to stay back there and not watch Simmons bounce. It had been far too long since he'd spent time in the company of a beautiful woman, at least the kind of time he'd like to spend with a beautiful woman. He thought about Karen in Portland and felt his chest tighten at the thought of her and he put down the bar. 

"Ready sir?" Phil's head snapped up at Jemma's voice, blinking a few times. 

"Yeah... yeah, sure." She'd taken off the baggy shirt and had on a tight tank and sports bra layered over each other underneath. He could see everything, all the curves and dips. There was a drip of sweat running down her throat, clinging to the hollow between her collar bones and coming to rest there. No this was not going to be good. 

While he was certain she'd caught him staring, Jemma made no mention of it as they headed to the ring. He was approaching things with Jemma differently, using some of May's program to help her. Phil picked up the pads on the way into the ring, explaining that they'd be practicing getting her used to hitting things. Phil had assumed that Jemma wouldn't be confident in her own physicality to do that and therefore was not prepared for the punch that hit hard enough to make him step back. "... alright," Phil nodded in appreciation. "Now that I've established I need to up the stakes with you, go ahead." 

Phil put up the pads and made his stance a bit wider before giving her the nod. "Alternate." She was focused, eyes stuck on the pads. "Look up. You know where they are. Keep your eyes open and tell me what you see." He'd stashed a few things around the room for her, hoping she'd be able to spot them. "Keep hitting and look." 

Her eyes moved around the room, and her punches got a little softer, but Phil urged her on. "... there's a few dumbells not with their partner. Moved over... " She nodded because it wasn't like she could point right now. Her hands were starting to hurt but Coulson wanted her to keep looking. It was ok as long as she wasn't looking at him. "Chain... over the doorknob." She was a smart girl and she'd understand that he was pushing her to use all her senses. 

"Keep going. What else?" Phil started to slowly circle, making her follow as she continued to hit. "Slow down a little." Her arms were flexing and releasing, the sheen of sweat clear on that pale, pale skin. 

"Gun in the gym bag." 

"Good. That's partially hidden. Keep going." Phil urged her on and on she went, finding the potential weapons he'd stashed for her. When she ran out of that, she started talking survival gear. Phil knew he should have stopped her, but he couldn't stop her train of thought. It was a beautiful thing to experience sometimes and Phil felt a little glowy at the sound of her voice. 

"Ow... damn." Simmons stopped hitting and Phil looked up from where he'd been staring, the curve from hip to breast, unsure what had happened. 

"Let me see." Phil set the pads down and took her hand in his. "Where?" Jemma pointed to her thumb and he started to gently probe it through the tape. "Let's take this off." Phil led her out of the ring and to the bench against the wall. "Here." He set a purple sports drink down next to her and found himself delighted at the smile it got out of her. The things were disgusting in Phil's opinion, but the kids seemed to like them. 

She peeled off the tape but winced again, prompting Phil to sit down next to her and take her hand. "I should have stopped you earlier." He was very careful as he removed the tape, making sure it didn't pull on her delicate skin too much. He finished one hand and took the other, remaining just as gentle. "At least the next part of your training is lower body." She wasn't ready to go hand-to-hand yet, so he was keeping her on the pads and machines. "Hold onto that in your other hand." He nodded at the sports drink. "Until we can get you some ice. Now let me look." 

Phil moved around in front of her so he could see better, frowning at how red her knuckles were. He went to the first aide shelf in the corner and pulled out one of the heavy creams they kept for things like this. He opened the container and gave it a sniff. "A bit menthol heavy, but it works." Phil sat down, taking Jemma's closer hand and gently started to rub it over her skin. He knew it was intrusive and crossing a line and that he belonged in that special HR class now, but Phil couldn't let her hands ache, could he? 

He focused on the massage, keeping the strokes firm and even from her wrists to her fingertips. Her hands were so slender and fine it made Phil feel like a jerk for making her practice any of this. Jemma did not belong in the field. "... Sir?" Phil's head snapped up and he realized he had stopped massaging and was essentially just holding her hand. "Are you ok?" 

"... didn't get a nap today like some people." Phil smiled a little at his joke before taking her other hand and delivering the rest of the massage with all the professionalism he could muster. He could not get caught letting his mind wander to what color her nipples would be against that pale skin. He was personally favoring a nice pink, rosy but not red. Pale and stiff and... "Did you get any sleep last night?" Phil stood up and used the towel to hide the problem in his pants. He wasn't fully hard or anything obscene, but he could feel it building. 

"Not much, Sir. Oh, and I have your robe." She looked up at him with those beautiful brown eyes, smiling shyly. There was a strand of hair sticking to her cheek and before he could think about it, his hand reached out to brush it away. Her cheek was even softer than her hands and Phil's fingers felt big and clumsy against such delicate skin. If he said sorry it implied that he regretted it and, therefore, it was wrong to touch her. He could feel her turn into the touch a little bit and closed his eyes. No. No, not a good idea. 

"Sir?" Her voice was low, almost a whisper, and there was a tremble in it that had his balls jumping with anticipation. 

"We should finish up." Phil swallowed thickly and pulled back, clearing his throat a few times as he walked towards the punching bag. "Nothing with your hands, just working the lower body. We can use the dummy if you want." Phil was talking because he needed to fill this space with something other than ... that semi-sick feeling in the pit of your stomach that's actually a good thing sometimes. 

He didn't expect the hand on his shoulder or the glance of her breast against the back of his arm. Phil certainly didn't expect that Jemma would stop him or that she'd look almost commanding when she did. "I'm not a child." Phil just stared at her, deciding that maybe he should let her talk because her eyes danced with defiance. 

"I didn't say you were. I wouldn't have shared my whisky with a child," Phil pointed out. 

"You know what I mean, Sir. What ... that... whatever it was, it..." She stumbled over her words, annoyed. Jemma flapped her hands a little before grabbing the front of his shirt and pulling him close. Phil knew it was coming and he could have stopped her. There were at least three ways he could do it off the top of his head, but by the time Jemma's lips landed clumsily against his, Phil didn't fucking care. It was done, she'd done it, and Phil was going to take this kiss. It was selfish and it was foolish and he knew damn well nothing good could come of it, but he had this beautiful woman pressed against him and he wasn't a dead man anymore. 

She might have started it, but Phil took control soon after he decided not to immediately pull away. His hand came up to the nape of her neck, slightly slick with sweat. He cradled her skull in one hand while the other wrapped around her waist, hand sliding under her tank to rest at the small of her back. Phil had her securely against him as his tongue moved against hers. She made a sound that cut through him and Phil got a little rough for a moment, forceful and strong ... and she made the noise again, a sort of whimpering moan into his mouth. 

Phil could have let it go on, would have if they weren't who they were, but he pulled back eventually, eyes glancing at the security camera and thinking about the footage he was going to have to destroy. "I... I ah think Agent May should take care of your training from here on out." He stepped away, giving her a smile that tried to say both 'I'm sorry' and 'thank you' at the same time. 

"But Sir, I ....." She reached out to touch his hand, fingers trembling as they slid against his palm. He closed his eyes as her cool fingertips brushed the inside of his warm palm. It felt tremendous and though Phil told himself to pull his hand away, he couldn't. "I don't think Agent May and I would be a good match." Her fingers turned his hand over, both of hers taking it in her grasp. It was tentative, but quite brave of her and Phil told himself to pull his hand away right now. 

Her fingers breezed up the inside of his wrist to his forearm then back down again, turning his hand over to stroke the back up over his wrist bone. It was sweet, could almost be construed as friendly if he couldn't smell her. The girl was so turned on that Phil bet he could push into her with little to no preperation. He could almost see the throb between her legs and considered how strong she'd taste right now. "I should go." Pathetic, he thought angrily at himself. "You're a lovely girl, Jemma but...."

"I'm not a girl." She stepped in a bit, bringing his hand to her hip and then drawing it up her side. "Do I feel like a girl?" She'd been annoyed at being called a girl and Phil could almost see the moment dawn on her when she realized where his hand was and that she'd brought it there. "I'm just saying that I ... I liked that kiss and ... " She swallowed, glancing away in embarrassment. "... I've been thinking about a kiss like that for awhile." 

"With me?" It shot out of his mouth faster than he could grab it and Phil reminded himself how bad a thing that was for someone in his profession. She nodded. "I'm old enough to ...."

"I can do the math, Sir." She clearly did not feel comfortable with that train of thought and, frankly, he was glad. Being called 'daddy' held no appeal for him whatsoever. "Just... don't discount anything because of the age difference." This was clearly difficult for her and Jemma was summoning all of her courage to speak her mind. That just made it worse for him, but he nodded and let his hand slide down to her hip again. His thumb rested over her hip bone, rubbing it gently through that thin, thin fabric. 

"Not here." Phil could not believe what he was saying. They were back in Virginia Beach three days from now and off duty while the Bus got some needed upgrades. He'd take her somewhere nice. His mind shouted distantly at him from behind his libido, which was throbbing and hard. "Now... go ahead and clean up. I've got a few things to take care of." Phil pulled himself back because otherwise he was never going to. He hurried back to his office and locked the door. He needed a shower for a few reasons. The tiny stall shower he had here was not great, but it would work for the purpose he needed. 

With lukewarm water running over his back, Phil thought of Jemma's curves, of her deep brown eyes and the feeling of her breasts pressed against him as they kissed. His hand moved to his cock, not needing to do much to get himself fully hard. He wasn't trying for a record and didn't need to restrain himself for anyone, so he just let his mind go and his hand followed. He got particularly fixated with the smell of her in the gym. In his mind those yoga pants were off and his face was buried between her thighs. That was all it took, imagining how pink she was, to have Phil spilling over the back of his hand and down the drain, biting back the redhead's name.


	8. Chapter 8

They were all staying at a hotel on the water with big, fluffy bathrobes and the little bottles of high end shampoo. Jemma set down her bag and took it in. The room was modern and sleek, very high end, and she couldn't help feeling slightly out of place. She saw a small envelope with her name on it in a familiar hand. Inside was the card of a car service and the time 6:30 written on the back in that same handwriting. She could feel the flush building and bounced a little on the balls of her feet. The next item was a newspaper clipping with the review of a small seafood restaurant on the dock and another for a French bistro near a park. "Choose your own adventure," Jemma grinned. This was delightful. 

The last item in the envelope was a matchbook for a bar overlooking the water. She knew this because there was a picture of the full moon rising over the water on the back. Well, plus it seemed anything good happening in Virginia Beach was on the water. Personally she was a little frightened of the sun here, but she'd brought her SPF 75. Jemma puzzled over the bar when she saw the last item in the envelope, a guitar pick. Oh, they were going to see a band? Jemma was bouncing by the time she finished looking through the envelope, looking at the clock to check the time. It was only three, plenty of time. She couldn't believe what she was about to do. Phil was her boss. He was a hell of a lot older too. That didn't stop the fact that she felt close to orgasm the entire time he was massaging her hands. She got a chill just thinking about his big, warm hands touching hers. His grip was so firm that it calmed her. 

Jemma looked at her bag and decided that nothing she had was suitable for the night Phil was planning. "Phil." His name felt good in her mouth. "Among other things," she thought aloud as she grabbed her pocketbook and headed for the door. She'd seen a boutique on the same block as the hotel. She was sure that she could find something there. It looked a little more upscale than she was used to, but she figured she could splurge a little bit. Soon enough the shop bell was ringing and she was descended upon by two bored clerks. After only five minutes, the clerk with a streak of blue in her hair asked what his name was.

"Oh, oh... um...." The clerks laughed. 

"It's ok, honey. We know a girl on her way to a special date when we see one. We are going to find you a dress that will knock his socks off." After that it was a bit of a blur between dresses and accessories. Jemma never gave this much thought to her clothes and she certainly never revealed this much skin in public. She finally settled on a dress and bought the shoes they suggested along with a clutch and a new eyeliner. The women wished her good luck, one recommending a lingerie store down the block. Her thighs clenched as she left the store, brain churning on what kind of underclothes she was going to buy to suit the dress and how, if the night went how she hoped it would go, she was going to be able to show them off for Phil. 

It took only minutes to get to the lingerie store. She showed the girl her dress and the cutout in the back. They tried on a few different options and settled on a pale blue bustier and panty set. Jemma felt so very grown up shopping like this for a date. She didn't spend much on living expenses so she could splurge and as she went to the front of the store, she stopped at a display of stockings. Jemma thought about how Phil listened to swing music and liked Captain America. It was indicitive of someone who liked that era, wasn't it? "Do you have any of these with the line up the back?" She understood that that was considered very sexy at the time and hoped she was picking right. The clerk suggested a garter belt in the same pale blue, but made entirely of lacy, springy material. 

"Yes, that." She was thrilled all over, goosebumps on her arms and legs. 

"Big date?" The clerk seemed nice and gave her a supportive smile. 

"First date, but I've known him quite awhile." She had known OF Phil Coulson for a long time at least. 

"Well he's in for a good night. Here," She threw a few samples of perfume in the bag. "I love this scent." She held her wrist up for Jemma to smell. "Makes my boyfriend follow me around like a puppy. Let me give you some of our oil samples. set this in some hot water and then rub it into his thighs and back. He'll love it." 

Jemma flushed, looking away as she held out her card, wondering if this was all just a really terrible idea and it was going to blow up in her face. That didn't stop her from picking up her bags and heading back to the hotel with a spring in her step, sincerely hoping that tonight would be the start of something incredible.


	9. Chapter 9

How long had it been since Phil had been this nervous? He'd texted Simmons to ask her which place she'd like to eat at and was delighted when she sent him back a picture of one of the fish from Finding Nemo. 

_Seafood then?_

_Yes, please and thank you. The view looks unbelievable in this picture._

_I am certain that the view will be exceptional tonight wherever we are._ Phil looked at the text for a few seconds, hoping it wasn't too over the top before he pressed send. It was a few long, nervous minutes until she responded. 

_I'm blushing._ Phil's body returned the gesture as another text came through. _You do that to me all the time. Fitz asked me if I had a fever last week after you came into the lab._

__It was stupid to be doing this on S.H.I.E.L.D. phones, but Phil figured that the ship had sailed on S.H.I.E.L.D. not knowing about this when he'd kissed her back in the gym yesterday. _I'll meet you at the dock at 6:45.___

_Can't wait! :)_ Phil couldn't believe she'd sent him that stupid smiley face. What he couldn't believe even more was that he was smiling in return. He was reluctant not to reply to that, but told himself he needed to stop before it got out of hand. Phil looked at his watch. He had to start getting ready soon. Phil took the time to shine his shoes and press his shirt, taking his time because who knew when the next time he'd be able to indulge like this. Phil pushed that out of his mind as he moved the iron across the fabric. 

__Too soon and not soon enough, Phil was climbing into Lola and driving to the place at the docks. It was a nice area with lots of white sand beaches. It was a little cliche, he was sure, but Phil stopped chastizing himself when the car he'd ordered pulled up. The back windows were tinted and Phil said a silent prayer that this didn't blow up in his face before the driver opened the door for her._ _

__Jemma stood and he saw the loose spiral of red hair pinned up at the nape of her neck. The first thing he thought was _I will take her hair down by the end of the night._ He moved to greet her and stopped in his tracks when he got a full view. Phil stood there and blinked dumbly at the vision in white standing in front of him. Long legs led his eye up to that dress, flirty and full at the bottom but short enough that he could glimpse her stocking-clad knees as she walked to him. _ _

__"Hi." She looked just as flustered as he was and Phil was actually quite gratified by it. Apparently his suit was a winner. Her dress, though, eclipsed everything._ _

__"I was right about the view being exceptional." Phil's voice was lower than usual and a little rusty around the edges like he'd been sans water for some time. "Thank you for coming."_ _

__"Are you kidding? After that envelope I couldn't wait." Phil reached out to put his hand at the small of her back to guide her towards the restaraunt but found half of his hand on Jemma's bare back. Phil blinked and glanced at her back, swallowing thickly. There was a beautiful, almost intricate pattern around the edges of scallops and dips that outlined her shoulder blades and strong back. He noticed her smile at his pause, clearly having gotten the reaction she'd wanted. He also noticed that she shivered as he laid his hand on her back once more, gently guiding her through the door and then to their table._ _

__"The review you gave me made this sound like the place for fresh fish. How did you find the reviews?" He gave her the smile that said 'classified' and Jemma smiled back at him. Phil moved behind Jemma when they got to their table, not wanting the waiter to get the privilege of looking at her as she sat. Honestly, Phil could be a little territorial but he knew it and held himself back as much as he could._ _

__"I have my sources. So... other than whisky, what do you drink?" Phil picked up the wine list and looked it over._ _

__"I'm not really picky. Last time I had wine, it was out of a box." Jemma laughed and her cheeks pinked. Phil wanted to kiss her. That was happening a lot and he was really, seriously considering sneaking one if she'd let him._ _

__"Sweet or dry?" Phil wanted to find something she'd like._ _

__"Sweet." Jemma nodded at that and Phil was already onto what she'd like. Of course she liked sweet._ _

__"There are several local wines. Or would you prefer something...." She gave him that look that said 'boxed wine' and Phil held up a hand. "Ok. Got it." They sat quietly for a moment, that lull in conversation sitting between them. "Was your ride over ok?" Phil had refused to tip until he found out how her ride was. If it was good, he'd tip the man well. Phil wasn't a big believer in perfect, but he wanted her to have a good night._ _

__"Oh yes, wonderful. He even had little bottles of water in the back of the car." The waiter came over and Phil ordered wine for them and the waiter gave them each a menu for dinner before telling them the specials. They took some time to decide, eventually coming to their conclusions and being left alone once more. "... this place is beautiful." It was terribly cozy and had a very classic seafront feeling. Phil was pleased with how nice it was. The review and photos he'd looked up hadn't even done the place justice. Jemma looked like she fit in here, fresh and young and so pretty._ _

__"You picked it." He raised his brow and then his glass. "To the best view in town." Jemma blushed furiously because he was looking at her, not out at the ocean. Phil knew the toast had hit its mark and was pretty pleased by the way she fidgeted slightly in her chair. They each took a drink and she made a pleased mmmmming noise._ _

__"So tasty." Phil could think of many things that would be tasty at the moment but just nodded. They made small talk while they waited for their appetizer and salad. By the time their meal was set down, though, they were deep in conversation about favorite movies. They both liked Jimmy Stewart and Billy Murray and much to his surprise, Jemma quoted the scene with Zeul from Ghostbusters, making them both laugh. It ended together in one of those soft chuckles, the two of them looking at each other like they were the better meal._ _

__They each ate their desserts with gusto, Phill beyond pleased to see that Jemma wasn't holding back like some girls did. It was encouraging. In fact, everything about tonight was encouraging so far. Phil was talking about the Red Sox when Jemma reached over and brushed her fingers over the corner of his lips making Phil stop mid-word. "Chocolate," Jemma said with a flushed little smile. "Too much?"_ _

__"No," he said quickly, reaching over to take her hand. Phil let hers rest in his palm, his thumb running up and down the inside of her wrist, tracing the delicate blue vein just underneath the surface. "Not at all." Phil watched a shudder run through her body. "Is this too much?"_ _

__"It feels really good." Jemma's cheeks were flushed and he imagined it was spreading up from her chest, to her throat. He could see her throat, watched her swallow, watched the tendons flex as she dipped her head a little. After he kissed her lips for awhile, the next place he'd go would be her throat._ _

__"The band is going to be starting in about twenty minutes." She smiled at him and Phil felt the world slow down. He'd learned to cherish these kind of moments, to hold them near because those couldn't be stollen if he really held on. God knew what they'd done to his brain, but Phil wasn't going to let these moments be touched. Not ever._ _

__"I'm ready." Bill paid, Phil stood and pulled out Jemma's chair, his hand unable to stay off of that soft skin over her spine. He got the same shudder from her and watched goosebumps rise on her neck. Christ that neck. "Lola's out front."_ _

**Notes for the Chapter:**

> The dress that Jemma wears in this chapter is directly lifted from the beautiful white on white dress Elizabeth Henstridge wore for the California Disney Media Networks International Upfronts at Walt Disney Studios. It's a white laced dress by Alice & Olivia. Just google her name and white dress. You won't regret it. Be sure to check out the back!


	10. Chapter 10

The bar they went to wasn't far away, and when they got there, Phil found them a good table out of the way but with an excellent view. It was a small venue, so hearing wasn't going to be an issue. He couldn't keep his hand off of her back and Jemma was more than gratified at that. She hadn't liked the dress the first time she looked at it. Then the sales girl turned it around. The back had sold her and clearly it had sold Phil too. "Wine or something else?" 

"What do you think?" Jemma slid one leg over the other to cross them and noted that Phil took a few extra seconds to answer because he'd been watching her dress move. 

"Beautiful." Phil bit his bottom lip and looked at her. "You meant the drinks." Jemma flushed and nodded. "Whisky sours?" Jemma nodded again as he leaned over and rested his hand on her knee as he signaled the waiter. She thought she might soak through the delicate silky panties covering her bottom. Jemma couldn't even hear him order over the pounding of her pulse in her ears. He was close and she could smell his expensive cologne. Sometimes she'd get a whiff of it at work but this was just a little different. 

Jemma realized that several seconds had passed by and he hadn't said anything. "Ok?" His thumb traced over the inside of her knee, eliciting a shiver that seemed to get right down to her bones. God he smelled good.

"Yeah." Phil smiled and sat back. Soon after the band started, letting them sit in relative silence as they enjoyed the music. Jemma slowly let her hand creep over on the table. Phil turned his hand palm up and her fingers crept into it, lacing their fingers together. They stayed that way until their drinks came. As the band played, Jemma was glad she recognized a lot of the songs. They were standards from the 30's and 40's. Anyone who had a Gran who lived through The Great War would know them. The arrangements were unique and compelling and she wasn't surprised at all that Phil had managed to find a really good band. 

"If you'd like," Phil told her when the band took a break, "the band is going to open the floor for dancing." Jemma blinked at him. It wasn't entirely clear what he was asking and he tried again. "May I have a dance?" 

"I'm a dreadful dancer." 

"I'm a fantastic one, so it'll even out," Phil told her as the tables began to be pulled from the middle of the floor to make room for dancing. It was then that it became apparent that there were some hardcore dancers there in flaired skirts and smart suits. "There's going to be a performance by a local troupe, too. First song of the set, to get people up and moving." Phil went on for a bit about the band itself. It turned out that he'd seen them twice before. It made Jemma ridiculously happy that he was sharing something with her that he really liked. 

Sure enough, when the band struck up for the second half of the show, the dancers got up and started their routine. By the time they finished, Jemma was bouncing in her seat and clapping loudly. "Oh, they're fantastic, Phil!" She beamed at him as the next song started. The dancers stayed on the floor, but it became an open floor for anyone who wanted to dance. A few couples got up but Jemma and Phil sat for another two before getting up. He had picked a slow song and Jemma could feel her heart pound faster as he stood and offered his hand. 

She was petrified that she was going to step on his feet, but as he gathered her close, she knew that his confidence was going to carry them both around the floor. Phil had the kind of presence on the dance floor that reduced it to her, him, and the band. Jemma couldn't take her eyes off of him. "You're a very good dancer." Her voice was lower than usual, aroused and heavy. 

"I do my best." His fingers crept up from the small of her back to touch her bare skin. "I love this dress." Phil's fingers traced the edge of the lacework, pulling shivers out of him as the singer crooned on. The dance went far too quickly and as the pace picked up into the next song, Phil didn't speed them back up. Instead he just held her close like he was terribly reluctant to let her go, to break the closeness. "Step outside with me for a moment?" 

Jemma's pulse fluttered across her palm and ended with soft electric shocks at her wrists. "It's a beautiful night." His hand stroked down to the small of her back when she nodded, leading her towards the door. She didn't think they were leaving, just getting some air. Phil picked up a couple of bottles of water on his way past the bar. He handed her one and that hand slipped back to her exposed skin, zipping a flight of electricity up her spine. How was she going to restrain herself any longer? "Want to sit?" 

He'd led her to a bench not far from the beach side of the bar. They could still hear the music, muffled though it was, floating across to them. Phil slid off his coat and wrapped it around her shoulders so she wouldn't scrape her back on the bench. "Ok?" He lifted his arm as she slipped under, so happy that Phil was being openly physical with her. As much as it revved her up and made her want to ride him on Lola's hood, Jemma knew he wasn't that kind of guy. He thought she deserved better and that freaked her out, but just because he really seemed to care. It made things more real. 

The stars were bright here and a big, round full moon rose over the water. They sat quietly, Jemma taking Phil's free hand in both of hers. "Your massage techniques are really amazing. My hands don't hurt at all." Maybe that was just because she was slightly buzzed and really aroused. 

"My grandmother had arthritis. In exchange for stories from her youth, I had to work on her hands." Phil's eyes held over Jemma's hands around his. "Jemma," Phil said quietly, eyes pulling back up to meet hers. It couldn't be like this on the Bus, they both knew that. She saw him reach for her chin, gently turning her head before pressing their lips together in a soft, slow kiss. Phil's hand moved to her waist, turning her. Jemma knew Phil was strong enough to toss her around if he wanted, but right now he was treating her like glass. 

They sat there on the bench, necking under the full moon while the strains of music danced across the rolling ocean. Jemma couldn't think of anything more romantic than how Phil was treating her. Maybe it could be something, maybe they could be something. Without a doubt, she felt better with him than she had with any other man she'd been with. She was safe with him, safer than she'd ever felt. "You're a really good guy." It sounded lame and sort of weirdly uncomfortable coming out of her mouth. She meant far more than that and sighed deeply. "That was weird."

"That was nice," he countered and stood up, extending his hand to her. "Indulge an old man and dance with me out here?" Phil pulled Jemma close when she rose, turning her hand gently in against his chest as his other hand moved up under his jacket to her bare back again. He slid his jacket off of her shoulders and left it on the bench. "It's been too long since I've danced with a beautiful woman." Jemma flushed at being called beautiful again and he noticed. Phil didn't stop dancing as he commented, "you are. Not just tonight. In your blazers and skirts, you're beautiful. In your pajamas with your hair mussed, you're beautiful."

She felt lightheaded, like a princess being swept away by her Prince Charming. "I dressed for you," Jemma said softly, feeling the confession roil up out of her into the world and it felt weirdly freeing. 

"...." Phil looked gobsmacked and then just tilted her chin up again and kissed her while they swayed to the music for a good long while. "I reserved two rooms at the bed and breakfast at the end of this block." He figured if they were too drunk to drive that they could walk. Though, looking down at her feet, he wondered how tired her feet would be by then. They had rooms across town, but he also wanted to show her how nice a night he could really give her. 

"Are you asking me to spend the night?" Jemma whspered it though they were alone on the beach. 

"In your own bed or in mine," Phil told her. If she wanted to just go there and get a good night's sleep after this, in her own room, alone, he would cope with it. 

"... yours," Jemma replied, flushed to the tips of her ears. "I want you to take me to your room." Her body tremored with excitement and she could feel the pounding of her pulse below. The very thought of her spending the night with Phil made her clit pound with a mind of its own and it just kept getting more and more sensitive to every shift of her skirt or panties. 

"I was hoping you'd say that." Phil smiled softly at her, reaching up to stroke her cheek and brush back some stray hair. "Tonight is your night." His hand stroked down to her throat, fingertip brushing just below the nigh neckline. "Whatever you want, at your pace." 

"I told you I'm not a kid. I'm also not a virgin." Jemma wasn't angry, but she did tighten up a little bit. 

"Again, I never said you were. You really need to watch your defensiveness on this topic or I _will_ start worrying about your age." His hand squeezed her hip as he spun her out and then back to him slowly. "Don't make me feel older than I am." His hand came to the nape of her neck, stroking his thumb down the strong tendons of her neck. "Want to try something a little quicker paced?" The band was picking up and Phil stepped back to show her a few basic moves. "I'll keep it easy," he promised when she argued a little at her own clumsiness. 

Just like in most things, once Jemma gave over and trusted Phil, things went swimmingly. He was right, she did have to stop defending her age and thereby bringing up his. It was a bit rude and more than a little defensive, neither of which she wanted him to think of her. "I need a drink," Jemma told him after the second quick song they danced to, smiling broadly. Phil led them back inside to their table and gave the waitress their order as she passed. Two more whiskey sours and two bottles of water. 

They went on like that for some time, a couple of drinks, a couple of dances, back and forth to and from the dance floor until the band made the announcement for last call. Phil glanced at his watch, expression showing that he was shocked that it was as late as it was. "I want to stay for the last song," Jemma insisted and Phil easily agreed. Jemma knew she had a nice buzz going and Phil seemed to be in the same boat. That made dancing even nicer. He folded her into him now, holding her in this graceful but possessive way that made her thighs ache. 

He danced with her through the last song and even kept swaying with her until they turned the lights up. "I think they want us to go," Jemma said softly as Phil continued to hold her close, humming quietly against her temple. 

"I'd like to see them try to make me stop holding you." His hand stroked over her lower back, thumb never leaving her bare skin. Even as they left the bar, Phil finally letting her go so he could gather his jacket and settle up, that thumb kept tracing he lace against her back. The waitress smiled widely when she opened the billfold and Jemma knew he'd tipped her well. Somehow that made her even happier. Phil really was a good guy. Despite how brutal he could be, how deadly, he was a really decent human being. It made her even prouder to be at his side tonight. Phil slid his jacket back off at the door and made a joke about warming it up for her. 

"See that house," Phil slid in close, his arm sliding around her waist. "The one at the top of the hill, we have the entire top floor." Phil's hand stroked over her side and Jemma felt like it was a gesture best used with nervous horses. She would have been insulted if it hadn't worked as well as it did. He opened her door and then got into Lola himself. Phil was 100% business on the drive, but did give her an expectant smile when she reached out and touched his knee. 

The bed and breakfast was farther away than it looked and she was glad they'd taken Lola instead of walking, her feet were aching from all the dancing. Not that she'd give a moment of it up for a little more comfort. "Oh, it's lovely Phil." Jemma's eyes widened as she looked over the strong lines of the place they'd be spending the night. She was spending the night... .WITH HIM! The little girl in her head did a happy dance and squealed but she managed to contain her outward expression, only letting an excited smile grace her lips. She could not wait to get upstairs and show him how much she'd appreciated the night's slow seduction.


	11. Chapter 11

Phil held the door for Jemma, breathing in the mix of sweat and perfume. He really had to work to restrain himself from pulling her hair down right then and there. "The view on the balcony is....." Phil hadn't been expecting the kiss to come as soon as it did or to be as hungry as it was. Jemma's hand caught the back of his head and pulled him in tightly to devour his mouth. She really did want him. It was more than evident by every body cue she was giving off, but to feel it come together like it was.... Well Phil was deliriously happy about it. 

"... clearly I'll just have to show you the view in the morning." Phil's fingers skated up her spine then back down again. "Will you take this off for me?" Phil's fingers brushed the zipper down over the curve of her ass. It just reached to the top, but it was a very intimate gesture which he was gratified to see, brought up a shiver in Jemma. She nodded and turned away. Oh... Phil beamed for a second. She was giving him the privelge of unbuttoning those two tiny pearl buttons at the base of her neck. He did it carefully, avoiding the wisps of hair. The two buttons lay open but she didn't turn. He leaned in to gently part the fabric there and plant the softest kiss on that overheated skin. The temperature difference between it and the skin just below that was open to the air was astounding on his face and Phil spent a moment running the tip of his nose over it, getting drunk on her smell. 

Phil's fingers went to the zipper, pulling it down slowly after he'd torn himself away from the nape of Jemma's neck. As much as he wanted to rip the clothes off of her, that would be another day. Right now, he needed to be sure that she wouldn't regret anything. 

Jemma turned and stepped back a few steps and Phil watched as she slipped her arms out and then let the fabric drop to the ground in a pool around her feet. Phil watched its descent, swallowing dryly as the skirt rustled. He looked up slowly, eyes transfixed as she stepped out of her dress and towards him. "Garters." Phil smiled widely, reaching out to touch a bit of bare skin between the bottom of the garter belt and the top of her stockings. "These," his hand ran down, shivering at the silky feeling under his fingertips, "I've been admiring them all night. The line is ...." Phil's fingers played with the line of fabric that made that sexy, perfectly straight seam up the backs of her legs. "All of it... you really did dress for me." 

Jemma nodded, fidgeting nervously because she didn't know where to put her hands. Phil helped her with that by standing up and wrapping his arm around her waist. "You've thought about this a lot." She couldn't look at him and Phil took her face in between thumb and forefinger, turning her chin back to catch her eyes. "I've thought about it a lot, too." Phil leaned in to take his first kiss from Jemma while she was partially clothed. There was so much more skin to touch and Phil didn't think he'd ever have enough time or hands to touch her in all the ways he wanted to.

Her hands reached up and tugged at his tie. "Take off a layer for me." Her voice was soft, breath skittering over his cheek like birds' wings. It wasn't a question and Phil had to admit that he kind of liked that. "I like your arms." Phil blushed a little bit at her mention of his arms. Frankly, he was pretty proud of them, too. He flexed them unconsciously and let her slip his tie off. His eyes stayed on her in that baby blue fabric covering just the barest of essentials. She had his shirt unbuttoned and paused only when his mouth made contact with her throat meaning to distract her. 

Phil's hand rested at the small of her back, pinkie brushing just under the waistband of her panties. He couldn't help but think about how that fabric would feel between his lips. Jemma's hands came up to his stomach before running up the lapels of his now open shirt before helping it off his shoulders to the floor at their feet. He would have made a joke about picking up her clothes, but that seemed too paternal. "Cold," he asked Jemma, his lips brushing her collar bone. She was shivering a little bit, but he didn't think it was the temperature of the room. She shook her head and caught his face between her hands. Strong, thin fingers framed his face while she kissed him, clearly needing to feel a little in control. Phil could feel her heart beating wildly in her chest and held her a little closer for it. He'd never doubted her bravery once in the field and he wouldn't here either. Especially not when he could feel how nervous she was. 

Her fingers moved down to his bare shoulders then to his elbows. It felt like she was waking up parts of him that had gone dormant after New York. Bits of his skin felt like it was on fire, especially when her mouth landed on his shoulder. Phil glanced at the wide bed in the corner of the room, feeling a little nervous himself about what was about to happen. "Take me to bed." Jemma's voice was certain and sweet, a combination Phil couldn't resist. _Well that solves that._

Phil reached up to touch the bun at the back of her head. "No pins," she told him as she reached up to pull a small metal holder from somewhere in her bun. It was cliched, but Jemma's red hair actually did fall slowly from the bun until it framed her face. Phil ran his fingers across her cheek, tucking a strand behind her ear. "So soft." It fell in a little ring on her shoulder and he rubbed the bare skin of her shoulders. He slowly leaned in to kiss that flesh and then up her neck. It was warmer and a little softer, and Phil sucked gently. He loved the little noise that she made when he did it, so he did it again on the other side as he backed her up to the foot of the bed. 

Jemma all but jumped into bed, crawling up and giving Phil a spectacular view of her ass and thighs. Every inch of her thighs were pale and creamy, and Phil became a man on a mission. He got out of his pants quickly and climbed up to her, loving how she leaned forward to kiss him. That was the first moment he felt his bare thigh brush hers. Phil's boxers rustled against her skin as he settled in. "Hi." 

She blinked up at him, the nervousness fading from it into humor. "Hi." Her fingers slid up under the hem of his undershirt, pushing it up. "Off." Phil hesitated and her face faltered. Jemma flushed and gave him an out. "You don't have to." 

"No, it's ok. I just didn't want it to distract you." Phil's mouth went dry as she urged him up, sitting up as she did. She'd seen the scar of course, even touched it in her exam, but this was entirely different. Jemma kept quiet as she pulled the undershirt up and over his head. Her only acknowledgement of the scar was to lean forward and kiss the place where it forked. Phil's eyes closed at the gesture so he didn't realize that she'd reached behind and unclasped the boustier at her waist. She looked him right in the eye as she let it slip from her body, exposing two very lovely breasts for inspection. 

Phil froze on them for a moment, a smile on his face very much like a teenager seeing breasts for the first time. He loved the natural weight of them drawing them up into a teardrop shape. Her nipples were high and just as rosy as Phil had imagined. His hand ran between them, stroking her sternum before those fingers ran under the cup of her breast. There was a really fine skin there, thin and full of nerve endings which made Jemma tremble under his fingers. That was a generally pleasant feeling, to know that you could make a woman tremble with just your fingertips. "You are easily the most beautiful woman I've ever seen." Phil meant it in all sincerity. It had to be that for Phil to risk his team, because if this went bad that was what would happen. If Simmons left, so would Fitz. There would be a gaping hole in the heart of his team. Phil leaned in to kiss Jemma, telling himself it was worth it, _she_ was worth it.


	12. Chapter 12

Phil's hands were warm against her breasts and Jemma couldn't believe how soft they were. She'd always known they'd be strong, but the gentleness there surprised her a little. There were callouses here and there, but they felt good, good enough to make her shiver in response. The scar on his chest brushed against her breast when he pulled her to him for a kiss. Phil's kisses tasted like whisky and cherries and it only made Jemma kiss him deeper. The drinks and dancing had gotten her more relaxed, more in her own skin. She was more aware of her body around him because he was so very aware of her. She saw him looking, watched him look her over from the corner of her eye. Every time she saw him appreciate her, Jemma could feel her thighs clench and her core follow. She was bloody well soaking through her panties and couldn't wait for him to take them off and touch her. 

He was touching her in soft strokes at first which got firmer as his mouth joined the party. Jemma's head tipped back, throat stretched long as she moaned under his mouth. "Phil." It was breathy and soft against the crown of his head, gasping as his leg slipped between hers. She could feel his outline, how hard he was for her and Jemma's pulse raced, blurring out her hearing for a few seconds in favor of her heartbeat pounding high in her throat. He shifted his weight until his bare thigh was close to her, pressed against her center. She moaned for him, unrestrained because her clit had been throbbing for hours now in anticipation of attention from Phil so just that little pressure made her squirm.

Phil ran his tongue up over the underside of her left breast to her nipple as his hand slid down. Jemma felt his fingertips brush the top of her garter belt and her whole body tightened in anticipation. "Please," she nodded, fingernails scraping gently over his back. "Phil, please." 

He looked up at her, his pupils blown, hair mussed from where she'd been running her fingers through it. "It would be my genuine pleasure." His lips started to move down and Jemma groaned and let her hips roll against him. Phil knelt up, hands moving over her thighs and damn if he didn't look over the moon about the feeling of her stockings under his fingertips. Jemma's eyes were fixed to Phil's fingertips as he gently unhooked her garters from her stockings. He did it with such care it made her crazy. All she wanted was to have him in her. NOW. Phil clearly had other designs. 

Garters unhooked, Phil urged her hips up. Jemma loved how strong his hands were. He could have picked her up even if she hadn't helped at all. "Your hands are so warm." Phil smiled at her.

"A compliment or a complaint?" Jemma shook her head as he undid her garter belt and slipped it off. 

"I like it." She reached up to wrap her fingers around his elbow and stroke down his forearm. "I like how strong they are, too." Phil blushed and Jemma was more than gratified to get that kind of reaction out of him. Phil didn't blush often but lately, around her, it had been more. 

"Glad to oblige." Phil spread her legs, hands running up their stocking-clad lengths. He reached her panties and she watched his face as they slid down, swallowing thickly and trying to stay as calm as she could. She watched him look at her and felt like their arousal was a kind of feedback loop working off one another. Her panties reached mid thigh and he paused, his hand running low on her stomach a moment, rubbing gently as he leaned in to kiss her, his thigh brushing her and making Jemma jump. 

"Ok?" Phil looked genuinely concerned. 

"I'm going to die if you don't touch me soon." Jemma was horrified at her words, knowing she sounded sex-crazed. He just chuckled, though, and ran his hand down her thigh and then back up to her hip bone. 

"Like that?" Phil was teasing her and Jemma began to get frustrated. She couldn't get too frustrated, though, because his mouth came in to wrap around her breast, opening wide to take as much of her breast in as he could while his hand finally came to rest between her burning thighs, his fingers molding to her body in a gentle curve. 

"Better," Jemma breathed, her hips moving up against Phil's hand, hair rubbing against the palm of his hand. She hoped he didn't like his women bare. She just couldn't stand that. It felt so strange and slightly juvenile to Jemma, enough to creep her out a bit. It might not be bare, but it also wasn't a mess. She kept everything neatly trimmed and shaped naturally to her body. Phil's face told the story of how he felt when he pulled back from the kiss. 

Jemma could see his pulse pounding under his jaw and leaned in to kiss it. "Please, Phil. I need you to keep going." It wasn't like she was pulling this out of him, it was more like he was barely containing himself and letting her advance them move by move. "Please, just... I won't break. Touch me." It was very nearly an order and Phil responded to it, pushing her legs back together and up so he could pull her panties all the way off. 

"I'm leaving the stockings on," Phil informed her before urged her further up the bed. "Those are ...." He made a lusty sound in his throat that brought down a whole new wave of wetness. Phil's hot breath brushed the back of her calf as he laid down between her legs, hands sweeping over her body. All Jemma had expected was a couple of fingers then a fuck. She did not expect him to go down on her. From the look on his face, though, he'd been thinking about it. His eyes drifted shut as he came close, breathing her in. 

Men had tasted her before, but it was something she generally didn't enjoy too much. It felt strange to have someone's mouth there to her. Jemma knew some girls loved it, but usually she just laid back and tried to sound like she was loving it. This time, though, Phil was there and Jemma couldn't help but let his excitement at this new thing inhabit her too. Phil slid his mouth high over the inside of her thigh, making Jemma clench hard. She could feel him smile against her thigh as he sucked at the skin. "Phil..." Her tone was unsure and he stopped immediately and looked up. 

"Ok?" His hands paused, but his thumbs laid gentle circles over the tops of her thighs. Jemma nodded, flushing deeply at his worry. 

"I'm fine. Sorry. Just... nervous I guess. You don't have to." She fidgeted, her hands unsure what to do so she sort of clasped them low on her stomach. "I mean... I'm wet." She blushed and looked away. "You can just...." Phil knelt up, brows knitted together, clearly not understanding why. "It's just... it's not very...." She waved her hand back and forth and tried to just shut up because she was ruining it, wasn't she? 

"It's beautiful," Phil told her with such sincerity it brought her up short. "And I can think of nothing I want to do more right now than to bury my face between your legs." His face was serene but his eyes told a whole other story. Jemma felt how much he wanted this just pouring off of him and opened her mouth to speak. He got there first. "That being said, if you don't want that, I'm sure we can find something you do like." 

"...." Jemma's mouth opened and closed. "You really want that?" It seemed more like a chore to the guys she'd been with but Phil.... The man was honestly licking his lips in anticipation. "... ok. I... yes." She tried to feel brave as she nodded her head. It was such an intimate thing to have a man's mouth there, far more intimate to Jemma than sex was. "I want your mouth." She didn't know where the bravery came from, but she wanted to give him what he wanted. Plus, a man who seemed that genuinely covetous of the act had to be better than what she'd had. 

Phil smiled and picked up one of her legs, running his hands from the top of her stockings to her toes. "I've mentioned I like these, right?" Phil kissed the inside of her ankle, running his tongue over the silky nylon. Jemma hadn't expected the way he'd be nearly worshipful of her legs in these stockings but was so glad she'd picked them up for him. Phil's mouth continued its ascent up her leg, stopping at the back of her knee and the top of the stocking to tongue across. By the time his lips were touching bare skin, Jemma thought she might come. Everything was amplified and everything ached with that hollow feeling of need sex gave her. Phil laid down between her legs, mouth moving to her navel, tonguing over the edge of it before kissing a freckle that lay off to the side and a little to the south. He kept kissing his way down until he was there. 

Jemma could feel his breath rustle against her overheated skin and spread her legs wider for him. His eyes ran up her body to catch her eyes, waiting a moment before he leaned in to run the tip of his tongue over her slit. Phil's eyes drifted shut for a moment, clearly enjoying the taste. He didn't say anything, instead simply beginning with a slow lap. His fingers didn't need to part her much further because she was opening quite naturally for him. Phil's thumb came to the top of her folds and pulled back just a little to expose her clit more. There was the heat and humidity of Phil's breath against the usually sheathed bud and Jemma whined softly, shocked at herself. 

Phil took that as encouragement because soon his lips were wrapped around her clit, sucking lightly. He was slow about things, but Jemma was taking a little while to get used to how he seemed intuitive about the spots that would make her jump and clench. "Phil!" His fingertip teased her, pushing in to just the first knuckle or so as he took up a slow rhythm in his sucking. "More." Phil's finger pushed in at a snail's pace, but his mouth moved faster, tongue running around in some crazy figure 8 that made her hips jump up off the bed. 

Her sigh filled the room when she felt his other fingers, curled up against his palm, press against her. He didn't move it much, just put gentle pressure pushing down as he went back to sucking. Jemma got a little lost in sensation and started to move against his finger in time with his mouth. It wasn't enough, though, and soon she let out a frustrated whimper. "I want another finger." Phil was quick to oblige, pulling one finger out and pushing two back in. Jemma let out a satisfied 'uhhhhhhh" and settled back into the pillows as Phil got back to work. 

Two was much better than one and soon he was moving them right along with his mouth. It was all a mass of sensation down there and she let out little yips of surprise and groans of arousal as Phil stretched and sucked her. It happened all at once and without a whole lot of warning. Jemma cried out his name and clamped down on the fingers inside of her, senses exploding with pleasure. Phil didn't stop, taking her all the way through every tremor and twist. His arm was tight around her hips as his mouth pushed her past orgasm into that plateau. Surely his jaw had to be hurting and Jemma was about to open her mouth and say something. But he moved to slide a third finger into her body and stole all rational thought away. "Fuck." 

Phil's eyes darted up, but his mouth didn't leave her. He had a question in his eyes as he flexed the three fingers inside of her. "Ph.... Phil.... oh..... " Jemma knew what was happening but felt wholly out of control of her body as a hard second orgasm gripped her. Phil used his fingers more this time, stretching her but also fucking her with them. His strong arms came in handy as she got a little wild, twisting and gripping at the sheets and his shoulder. When her back had stopped arching and Jemma lay there panting and giving a slight twitch every now and then, only then did Phil pull back. 

It wasn't for long, though, because he lapped down to his fingers, letting his tongue take over their job. Phil knelt up, pulling her hips with him so he could get a better angle to lap every drop of her up. Jemma was soaking and ground against his face. "Fuck me... Jesus, Phil... please...."


	13. Chapter 13

She was strong in body and in taste and Phil couldn't get enough of either. He thought he might put a hole in the bed where his cock was ready to drill through. Jemma was nectar on his lips, strong and full of flavor. The first orgasm had been for her, but the second one was purely for Phil's enjoyment. He loved the way a woman looked at him when he didn't stop after. There was a certain pride in a job well done and a job well done twice was something to celebrate. Her words, though, begging to be fucked, made Phil's cock jump in his boxers. He liked her swearing far more than he'd admit aloud, and moved quickly to shed his boxers. 

Phil felt like he was pretty average in the dick department, but she had him hard as a rock. Her eyes fell between his legs as she sat up a little in bed, bracing herself on one elbow. Then she did something he could have keeled over from. She licked her lips like a starving woman seeing a buffet. Phil couldn't keep the stupid grin off of his face but the moment he felt her hand wrap around him, Phil's smile turned into a gasp of pleasure. Her fingers were long and thin, and with how hot his cock was right now, they felt just a little chilly. "You feel ready," Jemma said softly, her hand stroking him. "I'll suck you off later if you just fuck me." Her impatience made Phil's heart melt a little bit. She really wanted him. 

"How in the world could I resist a deal like that?" Phil reached over to the antique table next to the bed, reaching in the drawer to pull out a condom. Jemma's eyes were filled with amusement. "A guy can hope." 

"Phil," she sat up and took the condom. "The moment that envelope was delivered to my room with my clues for tonight.... You didn't have to hope." She leaned in and whispered in his ear, breath tickling the thin skin, "when it comes to you, I'm a sure thing." Phil didn't know where Jemma got all this confidence but he was quite taken with it. Maybe sex made her bold. It really could be an empowering act for some people.

"Good to know," Phil chuckled, surprised when she urged him onto his back. Jemma took the condom and ran her hand down his arm. She pulled the wrapper off of the condom and gave it a once over. Phil liked that careful eye she gave it. Both of them were clean, but a child was not in the cards. When she was confident, she took him in one hand and rolled the condom on all the way to the base. He reveled in the strong grip she kept on him and how her fingers were warming up. Jemma shifted to straddle him and Phil grinned like an idiot. 

"I like that." Jemma reached down to cup his face. "I like it when you smile." She leaned in to kiss him, still holding his cock. Phil was surprised that she'd want to kiss him after how nervous she'd been about him feasting on her. Jemma wasn't shy about it at all as she slid back and forth over him, her folds wrapped around him burning hot and so slick but not taking him inside yet. 

"Lots of things to smile about," he pointed out as she finally reached back to position his cock. "Jemma," Phil hissed when the liquid heat of her body wrapped around him. She gasped this soft little sound that made Phil feel real. Sometimes he wasn't sure of that. It was like he was missing parts of what made him human sometimes, but right now, in that hot push, Phil was alive and so human it hurt. She moved slowly and had to pause a time or two, but soon she had him. He felt her experimental moves and how she was getting used to him inside. "Ok?" 

She nodded, a bit breathless, but with a little smile on her face. "Quite. It's just been awhile." She was ungodly tight, feeling like sin itself wrapping around him. She was the kind of package sin came in, unassuming and lovely and utterly irresistible. "You don't have to hold still." Phil nodded and moved a little bit, gratified at all the little noises his moves drew from her as he moved his hips. Her head tilted back a little and her hair fell back as she started to move, leaving Phil transfixed by the image she presented him. Every inch of her was on display as he ran his hands up her thighs to feel the way her muscles moved under the stockings as she established a rhythm. 

Phil had been more than prepared to do all the heavy lifting and he was honestly pretty shocked that Jemma had just climbed on like she had. That was not to say he wasn't over the fucking moon about everything as it was unfolding. Jemma's breasts were singing a siren song that drew Phil's hands to them, just so he could enjoy the way they moved under his palms. "Phil." His eyes shot up to her face as she moaned his name, clearly finding the right angle. And God if it wasn't killing him. It had been awhile but he was determined not to embarrass himself, but it was really hard when such a beautiful woman was doing such dirty things to him. 

She was so young and so fresh that Phil couldn't help but feel old and unworthy. That was in between bouts of pleasure, though, so he was mostly ok with it. His fingertips played with the line on the back of her stockings, tracing it up to where thigh met calf. Jemma was moaning louder now, one hand resting on the middle of his chest but avoiding his scar. Phil could feel her wetness at the base of his cock and groaned right back at her. She was driving him crazy doing these twists with her hips, mostly using him to draw out her own pleasure. It was the sexiest thing he'd seen. He'd never have guessed how in control of her own sexuality Jemma was once you got past the schoolgirl primness. 

Phil very nearly lost it when her hand reached behind and held his balls. He had not been expecting the way her fine fingers could hold him so firmly and just how nimble they were against that heated, tender flesh. It made him buck up into her hard, drawing a sound of pure delight from the redhead, a grin breaking out on her face. "Good?" Jemma nodded and gave him a squeeze, eliciting another sharp move into her. 

She released him and gave Phil a look that he could only describe as ravenous as she moved faster, groaning and leaning back to give herself more pressure. Quickly it built until Phil couldn't take it anymore. It was an easy matter to flip Jemma on her back and push in again, gripping her ankles and pulling them to his shoulder. Phil's hips followed in quick fashion, pushing up into her a bit more roughly than he likely would have had she not driven him to the brink about a dozen times already. The woman on the bed, though, seemed to have no issue with this, arching her back hard and crying out his name. 

Her hand came down between her legs, fingers squeezing in between her clamped thighs. Phil watched as she rubbed her clit fast and hard, wincing and groaning. They were good groans and winces, though. He could feel her body grabbing him harder and harder, pulling him in as her arousal built. Phil didn't dare stop what he was doing because he could feel how close she was. It was fucking killing him not to cum, but he'd been in far more dire circumstances in the past, so despite the severe ache in his balls, Phil thrust on, eventually being rewarded with Jemma cumming hard all around him. Phil was good for half a dozen more thrusts before he came, the relief immediate and felt in every cell of his body. 

He gently let Jemma's legs down and withdrew, getting a distinct whimper from the young redhead. He took care of the condom and turned back to find her hand between her thighs, pressing in. "You ok?" Phil was genuinely worried until he saw the smile on her face when she turned and looked at him. It was dreamy and soft, her head nodding almost drunkenly. Phil laid down next to her, his hand coming to rest on her stomach, stretching his fingers out to span it. They stayed quiet for a few moments before her hand took his and led it down between her thighs. 

"Do you feel what you do to me?" Phil's fingers played through to soaking wet folds, loving the slide of her against his fingertips. 

"I'd say it was my pleasure, but I think you already know that." Phil pressed his lips to her shoulder and gave her the resistance she needed between her thighs. He could imagine it was a bit much, all the stimulation. He couldn't help but notice how she sort of squirmed against his hand. 

"I'm sorry, I've got to..." She nodded a the bathroom. Phil put his hand on her arm and gave a squeeze. 

"Can I see something before you do?" Jemma nodded and Phil pushed her legs a little farther apart before he let two fingers slide into her. Sure enough, he could feel how swollen and hard her g spot was. Three orgasms later and he could certainly understand why her body was responding like it was. "I don't think it's what you think it is." Phil gave a gentle press with the pads of his fingers, eliciting a deep moan and more squirming. "May I?" Jemma looked a little nervous but nodded. "Just try to relax and let your body go with whatever it wants to do. 

Phil's middle and ring finger were buried inside of her, rocking back and forth against that hard bit inside of her. "Oh.... oh, Phil... I ...." Her hips squirmed and Phil reached up to rest his hand on her stomach, pushing down just a little to keep her in place. "... wh.... oh...." Her body started shaking and Phil moved a little faster, watching her face from where he knelt. Jemma's body started to look like it was touching a live wire and Phil didn't stop. She was crying out louder and more urgently, clawing at the sheets above her head as his fingers moved faster and harder. 

Without much warning, Jemma's entire body went taut and she cried out something unintelligible as the wetness started to come. Her hips bucked up over and over, Phil riding his hand hard against her as she poured out over his it. She grabbed his wrist, digging her nails in hard as another wave hit her and her body gifted him by sending rivulets of her down his forearm. Phil's movements were jarring her body but she kept going, hips occasionally relaxing only to come up again, body arching up off of the bed until it was all Phil could do to hold onto her. He kept moving until she gave his hand a little push, panting and slit-eyed. There was a smile there, though, and that was enough. Phil laid down next to her, pulling the younger woman into his arms and under the blanket. 

Jemma mumbled a few semi-incoherent things as she drifted off in his arms, her legs wrapped in his. She was a bit of an octopus in her sleep and while he normally would have felt very claustrophobic with that kind of smothering in his sleep, he just laid there for a long time and enjoyed the gentle rise and fall of her breasts against his arm as she finally closed her eyes for the last time tonight. Phil wasn't far behind her, but he did stay awake long enough to see the first rays of sun come out over the water. He wasn't an overly sappy guy, but since he'd come back from the dead he was far more sensitive than he'd been before. So Phil took to heart the very fulfilled feeling he had right now, the accomplishment and peace that came with exhausting his beautiful partner.


	14. Chapter 14

Jemma woke slowly, the sunlight streaming into the room made it feel warmer than it was. Or maybe that was Phil. She looked down at him in the light of day, pressing her thighs together as her hand ran down his stomach. Everything from her back to her thighs ached and Jemma suppressed a giggle when she realized she was still wearing her stockings. Her hand moved up to his chest, stroking across the bare skin with the tips of her fingers. Sleep took years off of him and though she wanted to look him in the eye and know he didn't regret anything, she liked being able to watch him sleep for a few moments. It was really intimate and the amount of trust Phil was putting in her was tremendous. Her head came back to rest on his shoulder and his arm tightened as his body slowly woke. 

"Morning." Phil's hand stroked over her arm as he blinked and came around. 

"Morning." Jemma looked up, smiling a little shyly. 

"Give me a moment and I'll get some coffee started." Phil's fingers ran over her hair, brushing it back off of her cheek so he could trace her jaw. He gently pulled her in for a closed mouth kiss. Jemma was having none of it and licked his bottom lip softly, nudging his lips open. She felt as though she had actually exploded last night, and Jemma sincerely wanted to thank Phil for the way her body felt right now. Everything was tender and every move made her shift and fidget, but that was incredibly arousing too. "Ok?" 

Jemma nodded, a flush creeping up to her cheeks. "Just very sensitive." Phil's pride was unmistakable and she laughed and kissed him again, rubbing her cheek against his stubble. It was light, but it felt nice, rough and manly. It made her feel as though she were nuzzling a baby hedgehog. "Thank you." Jemma blushed and tucked her head in against his shoulder so she didn't have to look at him. Drink had given her a bit of courage last night, but the ache between her thighs gave her even more. She just had to get her thoughts together. That ache was a palpable reminder of that last night really had happened and she hoped it stuck around for awhile. "I've never had a night like that in my life." 

Phil's pride was again evident in his eyes. "Neither have I." His voice was soft and his fingers ran across her arm down to her elbow. "You're spectacular." Phil's hand paused at her bicep, letting his hand migrate to the side of her breast so he could brush his knuckles over it. "I could have watched you cum all night." 

"You pretty much did," Jemma laughed. "I was wet before I left the hotel." She looked up at him, shocked that had come out of her mouth. But while she was at it... "What you did last night, after we finished...." She hoped Phil would provide her the words and he nodded, knowing what she was talking about. "I have never felt anything like that. I mean, I know that the spot exists, but...." She got a dreamy look on her face like she was lost in the moment, making Phil's hand a bit bolder, giving her breast a gentle squeeze. "Did I ... erm...." She bit her lip and he nodded. "That's a first." 

Phil nodded. "It was exceptional." His broad hand stroked low on her bare belly, and Jemma laughed as he hit a ticklish spot. Phil brushed his knuckles over it again and made her giggle and shiver at the same time. How could a touch so simple feel like it went down to her bones? "You are exceptional." He brushed his lips against her jaw and then up to her ear. Jemma turned in bed, slinging one leg over his and pulling them close. Phil wasn't hard, but he wasn't entirely soft either. That pleased her beyond belief. 

"I need to take these off at some point." Jemma shifted her leg to rub the stocking over Phil's thigh. "Unless you're going to make them a part of the S.H.I.E.L.D. uniform?" 

Phil cocked his head a few times as though considering it. "I'd say yes for you, May, Skye, and even Ward... Fitz, though...." Jemma dissolved into giggles and turned her face into his chest, getting gathered closer for it. Phil just held onto her, laughing a little too. Jemma couldn't remember a time when she'd done anything even remotely like this with a partner. It really was a date of firsts. "Are you hungry?" 

Jemma nodded and looked up. "Starved actually." They'd danced all night and then made love through to the morning, so she more than burned dinner and drinks off. 

"Should we eat here or go out?" Phil sat up a little on his elbow, hand still under the covers rubbing her hip. "There are a few nice places within walking distance, but the room service here is wonderful. Or that's what the reviews said. A southern breakfast to write home about," he quoted. 

"Then that's what we'll have!" Jemma sat up, reaching back to try to tame her hair. It was a bloody disaster. "Maybe I should nip into the shower first, though." Phil agreed and said he'd call for their breakfast while she showered. "... or you could call and then come join me." Jemma blushed deeply, deciding that taking a shower with a man was another first for the date. Phil easily agreed and she watched him watch her go in the mirror. Jemma was not immune to the fact that she was pretty good looking. Sometimes she forgot, but in moments like this, when he was looking at her with such intensity, she knew she was beautiful to him and that made her feel as beautiful as Phil thought she was. 

Jemma walked into the bathroom, looking around at the decor for the first time. Last night she had been way too focused on Phil to see anything other than the bed. She turned on the taps to warm the water and appreciated the work that had been done to restore the house to its original glory. Tiny white and blue tiles littered the floor in octaganal patterns ending at thick mahogany baseboards and pale blue and silver striped walls. There was even crown molding. Jemma tested the water coming out of the antique tap into the claw foot tub. It was quite big and thoughts of taking a bubble bath with Phil clouded her mind while she waited for the watr to warm. She was giggling again and couldn't help but take a moment to thrill at this all. 

Her spirits stayed very high as she brushed her hair out and then stepped into the shower. Phil was going to join her in there. "Phil..." Her mouth wrapped around the word differently now that she'd screamed it out while she was cumming. There was a little secret in there and Jemma bounced on the balls of her feet with delight. She barely noticed when the door opened, and if there hadn't been a draft, she likely would have been surprised when Phil stepped in behind her and closed the curtain. 

"Breakfast will be waiting for us when we're done." His arm came around her waist low, holding her loosely. Jemma was having none of that and leaned back into him, tilting her head up to kiss his cheek. "Want me to wash your back?" Phil's hands were trailing over her body and not in the back. His palm came to cup her breast while the other stroked across her thigh. It was more than a little obvious that he had grown even more _interested_ than he had been when they were laying in bed. 

"... well you could. Or," Jemma turned in his arms, blinking through some drips of water as she leaned in to kiss him. Phil was on board 100%, his hand sweeping low on her back to pull her in tight. Jemma felt secure in Phil's arms, like no matter what he would make sure she was ok. Her hands moved around his waist to his hips, rubbing a little. "Mmmmmm." Her eyes were half closed and her lips were curled in a smile. Phil's were in a similar state and Jemma took pride in the way he looked. "I did make you a promise last night and I think I ought to follow through." Her hand moved between them to take him in hand, wrapping her fingers around his cock loosely. "Care to take me up on it?" 

Phil's face was full of expectation and excitement as Jemma sunk to her knees. She got them to a good place where water wasn't bouncing in her eyes and looked up at him. His hand had come to her cheek, brushing back the wet strands of hair until they were behind her ear. "I want to see you." It was that quiet voice he used when he was really connecting with someone and it made her swallow thickly. She loved that voice, the intensity behind it but also that edge of softness that was so comforting. 

Her mouth trailed along the span of his hip, bumping over a scar or two on the way. Phil was littered with them and it made her feel a little self-conscious about her lack of scars, like she wasn't as much of an agent as he was. She put thoughts of that kind of inadaquacy to the side as her mouth wrapped around the head loosely. He was already aroused and filling out quickly, but for the time being she was able to get a good bit of him in her mouth. She'd read that men of a certain age were better off having sex in the morning, that it was easier for them to stay hard. Phil had no issue with staying hard last night and this morning was proving much the same. Her fingers squeezed him and flowed up and down his cock right after her mouth. From the noises he was making, it was clear Phil didn't expect this from her. She supposed it made sense, most people thought she was overly prudish but she'd have thought he would have figured after last night. 

"Christ." Her hand had come between his thighs to give his bollicks a nice, light tug just to see how he felt about that. Some guys were too sensitive but Phil's eyes actually rolled up in his head when she started to touch him there. Jemma took it as a sign that he was not objecting. If anything it made the hand in her hair tighten and a fresh wash of precum lay itself out over her tongue. He was strong, Jemma had known that for some time, but the way his hand cupped the back of her head was totally commanding. Last night had been for her but right now was for him, and that he had no problem making sure she knew it made Jemma want to crawl up his body and then bend over the edge of the tub for him. 

Phil let out a few curses, proving his stint in the service in both their colorful nature and in the intricate way he weaved them into a tapestry of profanity. She pulled off for a second to catch a breath, cheeks pink. "You can ...." Jemma flushed and tried to pull her words together. If she wanted him to do something, she really ought to be able to ask. What was she supposed to say? _I love it when a man fucks my face._ Or maybe she could go with _Pull my hair and shove me down on your cock._ Phil seemed to understand though and gathered her hair up, giving it a firm pull that made Jemma's thighs clench. He didn't say a word, just took his cock in his free hand and pushed it past her lips. 

His taste was much stronger now, almost as strong as the grip he had on her hair. Phil wasn't brutal about it, but he did start moving his hips faster. Jemma liked that she'd gotten him to this point, that she had him ready to cum in her mouth. That felt like an accomplishment to her and she held onto that special euphoria that she got when getting high marks as he pushed her down on him. Phil's taste, the way he gripped her hair... those were the only indicators she needed to know that she was getting top marks from him. Phil's fingers moved over her lips where they parted around his prick, moaning deeply. "Close." She knew it was a warning and that most girls would pull off and use their hand from here out. She wasn't most girls, though. Her hand came to the back of her head, resting over his and pressing. She met his eyes and gave the slightest nod before really going for it. The sound of the water partially drowned out the absolutely filthy noises she was making with her mouth around him, but clearly he was hearing enough based on the look he was giving her. She went fast and wet, pulling sounds from Phil that became instantly etched into her brain. 

The first indication that he was going off wasn't seed, but a noise that she could only describe as animalistic. If she hadn't been using both hands on him right now, she'd be touching herself, and if she were doing that when he made that noise, she'd have cum. As it was, she was clenching and releasing her thighs and letting out tiny moans around his flesh. His noise resonated with an animal part of her brain, sending a wash of slickness down between her legs that made her clenching more slippery. Her mouth bobbed fast, hand following right behind as she tried to draw him over the edge. Her other hand continued to play with his balls, feeling the way they jumped and tightened as he started. Jemma hummed appreciation and pushed herself down as far as she could go. If you did it right, you didn't even have to taste much. She didn't mind precum, it was actually kind of sexy, but it was really easy for a guy to choke you when he finally did cum. 

She felt him sag above her, his hands relaxing, going from restraining to adoring in only moments. He tilted her chin up so she'd meet his eyes. She could only imagine the way she looked, hair messed, eyes a bit watery, lips swollen, red faced... and yet the way he looked at her was like she was the finest specimen on the planet. With his hand still on her chin, he bent a little to wrap the other one around her chest so he could pull her up to him. That demonstration of strength had her puddling between her thighs. He seemed to know it because moments later he was pushing his middle two fingers inside her fast and hard. Jemma let out a squeal of surprise but nodded as his gaze turned questioning. "Yes," was about all she could say as he started to move his fingers again. 

He used his fingers to sort of hook inside her, pressing down on the tendons that kept her tight, making it feel like so much more than just two fingers inside of her. "Stroke yourself." Phil held her tightly around the waist, fingers moving inside as he turned her to press against the wall. Phil shook his head when she started to rub around her clit. "Thumb and forefinger, like you're stroking cock." Her eyes widened a the way he said that but she followed instructions, legs getting a little weak as she exposed so much of her clit it ached. "Careful." He kissed her shoulder and slowly moved her to perch on the edge of the tub. The cold porcelin made her jump but he held her tight, fingers never leaving her body. Phil knelt in front of her, hand starting to move again as he found the right angle. "I want to watch you." 

They were possibly the sexiest words she'd ever heard. Jemma didn't dislike her genitals. In her opinion, they were quite the standard set. Through Phil's eyes, though, she honestly thought that part of her might be beautiful. He gave her such careful consideration there, using his fingers and mouth to draw out sensations she hadn't known her body was capable of. "Phil...." Jemma's calves tightened and her toes flexed against the porcelin. If it were anyone else, she'd have protested that it was too dangerous. Because it was Phil, though, Jemma knew she was safe and could let go a little more. Her breathing got more and more irregular as his mouth replaced her fingers. "Bloody hell." She could feel him smile against her most intimate parts and, again, she thought about how lovely she looked through his eyes. 

He was holding her up with one strong arm around her waist, and his grip had to get to near bruising levels to hold her in place when she finally did cum. Somehow one leg had wound up over his shoulder at some point and half the shower curtain was off its rings. And every time Phil pulled off of her clit with a resounding _pop_ , Jemma's head would drop back and her hair would splatter the clean towels with water. He pulled her apart to her DNA like that, holding onto her and adoring the space between her thighs like it was a temple. "T... too much." Jemma was shaking and Phil gently released her clit for the last time before getting her legs to more appropriate places. It was all a balancing act and she wouldn't have trusted herself if she were fully in her body let alone when she was wrung out and high on oxytocin. 

The last thing he did was withdraw his fingers, and the act was very deliberate. There was something really nice about a man who didn't just pull himself away when it was over. Some guys she'd been with would pull out too quickly and leave her feeling too empty too soon. That always seemed to lead to self doubt on Jemma's part. She didn't feel lonely or dislike herself when Phil pulled out, though. His hand might have moved from between her thighs, but he was still holding onto her, peppering her shoulder with kisses. She realized that he was waiting for her to recover, not moving, not doing anything to ruin the high for her. It wasn't just very considerate, it was _very_ Coulson.


	15. Chapter 15

They're in the South American exhibit when he first took her hand. Jemma felt her heart flip in her chest as she turned her hand in his and laced their fingers together. There was a docent up ahead giving the description of how these creatures were initially caught off the coast of Chile. "A weaving contest is held near there every year," Phil told her quietly while the young docent mentioned the town they had found the animals. "There is some really beautiful work that goes on." All Jemma could hear was the soft, amused tone in Phil's voice that felt like a gentle bass plucking a slow song against her skin. "There's one room I think you'll really like," Phil told Jemma as his hand slid to the small of her back, guiding her toward the door. Jemma was grateful that the clothes Phil had ready for her had a light sweater. It covered up how instantly hard her nipples became when Phil's hand settled in, warm and broad, at the small of her back. Right now Jemma didn't think there was any place on Earth that she wouldn't let Phil Coulson lead her.

When they entered the area Phil was talking about, she couldn't believe her eyes. There were three big round tanks with a lip around the edge and were low enough for people to reach in. Gliding under the surface of the water were stingrays of all sizes. "Oh my God." She was so excited that it took her a moment to register the smile on Phil's face. This exhibit included _TOUCH_! She was going to get to _pet_ stingrays. She squeezed his arm, smiling up at him and leaning in to peck his lips. Jemma hoped it was an ok thing to do in public, but since Phil's hand tightened on her back and pulled her a little closer when she kissed him, she figured a quick peck was ok. He made her feel very un-British about public displays, but Jemma had never had a man she wanted to jump at every touch before. Right now, though, she was grabbing his hand and hurrying to the nearest pool, overwhelmed by excitement of many sorts. 

"... as you can see, they're very friendly. Most will come up to you to get petted. It's important to move your hand from head to back, not the other way. You see they have a layer of..." Jemma's hand rested at the top of the pool, fingers dangling just a little under the water. She noticed that while Phil was interested in looking, his hands were in his pants pockets but he was a couple of steps back. She gave him a once over and raised one eyebrow. She had no doubt that, if necessary, Phil would jump into the tank to save everyone in this room. After all she'd watched him jam his hand into the heart of an Asguardian to keep the guy's heart pumping. But apparently intentionally putting his hand in a tank to pet a sting ray was something Phil Coulson was not at all interested in in the least. 

"There's a spot," Jemma nodded to the bench next to her. She'd turned to kneel, most of her back to Phil, so she was looking back over her shoulder. Her brow shot up again when she noticed Phil's eyes were not on the tank, but on her bum. Jemma's eyes flicked down to her backside and the corner of her lips quirked into a smile as she curved her back a little more. "Come see them up close." Jemma figured that since she was flirting, she might as well go full in. Plus, the only kids currently in the room were across the exhibit with their backs turned. With that in check, Jemma leaned forward so Phil could look down the top of her dress as it pulled away from her body. The sweater wasn't buttoned so it fell away and gave him a nice view of her uncovered breasts. She shifted a little, keeping half an eye on the kids and the docent. "You can even touch them, Phil." 

The blush on his cheeks was wonderful and Jemma put one in her personal 'win' column. So right along with _isolated a cell in a sequence responsible for cancer at age 12_ was _Made Agent Phillip Coulson blush and have to hide half a stiffie by pushing his pockets forward just a little as he walked._ Oh yes, this was clearly in her 'win' column. "Did I mention that I like this dress as well?" 

"You ought to like it, you picked it out." Jemma bumped shoulders with Phil, not noticing the stingray floating just under her hand. "This is incredible." 

"So are you." Phil leaned in and kissed her shoulder as the creature under her hand floated up and touched her. She jumped, making Phil jump then making them both laugh. Soon enough they were distracted by the sting rays, which Phil actually wound up enjoying. The creatures swirled around their hands, velvety under their fingertips. "Such beautiful creatures." 

Jemma took the towel he offered when they decided it was time to move on, glancing away as he gently dried off her hands. It was an intimate gesture that made her heart flutter violently in her chest. He didn't drop her hands as he stood and then offered her stability as she got her feet under her. Again, it was so very thoughtful that it set Jemma's heart pounding even harder. His fingertips were on the insides of her wrists and she realized only belatedly that he was taking her pulse. He'd know how much he go to her and she supposed that was fair since she'd teased him earlier. 

"I want to show you something." He hadn't just said it, he'd leaned in and whispered it in her ear, eliciting a shudder that worked its way up from her bones. Jemma nodded and happily let herself be led. The aquarium was big with both indoor and outdoor exhibits and enclosures, all of whom interested her. She really was amazed by how comprehensive this place was. Her focus was on an otter exhibit when Phil gave her hand a little tug. Whatever Phil wanted to show her was more important than going to see the otters, though, so Jemma continued following him, commenting on things she saw as they went. It was just babble, the kind of thing that came out when you thought your knees might go out from under you like you were a newborn foal. 

"OH!" Her eyes lit up as Phil paused and she saw the entrance to a huge underwater exhibit. "Oh Phil!" She squeezed his hand and thought about how she'd have missed this stunning place if they hadn't come here. Then she realized, Phil had planned to take her here regardless of last night's outcome. He wouldn't have wanted things to get strange so they would have stayed in separate rooms since neither was in a condition to drive, and he would have wanted a place to discuss things the next morning before going back to the bus. What better place than an aquarium? It was a public place where they could still be private. It really was brilliant on his part because, sexually sated or not, Jemma loved this place. 

They entered a room where everything but the floor and a small portion of the lower wall was crystal clear acrylic. You could see up into what looked like the very ocean itself. The area they were looking at was pristine and the sea life energized and abundant. There were sea turtles and huge flashing sharks swimming around in the incredibly well kept enclosure. Usually she preferred to see her animals in the wild, but Jemma could find no fault with this place. Plus, they didn't keep any large mammals and their dolphins had access to a huge corral that was in the sea itself. Jemma's mental ethical conversation went silent as a huge ray floated over their heads and settled on the glass. Never in her life did she think she'd be able to see a live ray like this. They'd seen them from above in the petting pools, but this was different. It was a reminder of just how big these guys could get and how regal they'd look if you were able to swim with them. 

They were mostly alone in the enclosure as it was the same time as one of the dolphin shows, so it wasn't only beautiful and overwhelming, but it was also romantic. The lighting was a little eerie as it was filtered through all that water, but it only made her draw closer to him. "That one's huge," Phil's eyes were wide at the sight of a turtle that looked as big as a truck from this angle. "Holy hell." It swam toward the huge wall of acrylic to their left and Phil wandered over, hands in his pockets as the turtle came right up to the window and floated, looking at him. "Simmons, check out his claws. Jesus. How old do you think it is?" 

She slid in next to him, fingers lacing with his as they looked at the ancient creature in front of them. "At least 200. He's beautiful." Her shoulder pressed into Phil's as she settled in with him on the bench just in front of the tank. "Think of the things he's lived through. The Industrial Revolution, both World Wars... Disco." Phil laughed and looked over at her. "This has been the best 24 hours of my life." Jemma leaned forward and kissed Phil's cheek and then rested her head on his shoulder. Phil transitioned them so that his arm was wrapped around her shoulders so he could hold her close, both watching the creatures in the tank float and glide, quietly enjoying the other's presence until the next dolphin show started.

**Notes for the Chapter:**

> The aquarium Phil and Jemma go to is based on the Virginia Museum of Marine Science. It's an incredible place where you can actually experience things like petting a sting ray or being encased in a walk-through acrylic tank. Google them under images if you want to check out some visuals, and if you're local, go check them out.


	16. Chapter 16

Phil checked his phone while Jemma slipped into the ladies room, and was annoyed to find messages. He was supposed to be on furlough for Christ's sake. Phil clicked the first one open and it was from May. That was ok. Though once he read it, it wasn't. _Be more careful next time._ Attached was a picture of him and Jemma from the night before in the bar. They were dancing, but there was nothing untoward about it. Co-workers could be friends and they could dance. The next message was also from Melinda. _Seriously, Phil?_. It was them in Lola after the bar. Had she been there? How the hell did she figure it out? 

She was Melinda May, that was how she figured it out. That was also how she managed to stay off his radar. Damn it. 

Phil clicked to the next message also from, you guessed it, Melinda. _She could be your daughter._ This one had a photo of him and Jemma kissing through the window of the bed and breakfast. You could even see the lines of the drapes on either side of the picture. May had shot it like she was some cheap detective just to make it look more sordid and that pissed him off on Jemma's behalf. Jemma was naked from the waist up and they were kissing on the bed. Damn it. That was not good. 

The messages went on with more photos of their time together. The last one was a picture of them in the aquarium from behind, the turtle floating over them in the tank in the foreground. All you could see was Jemma's head on his shoulder and their silhouettes lit by the tank. Phil was angry with May, no doubt, but he instantly saved that image to his phone. Damn May to hell and back, but she had a way to sum up everything in a single phrase or, in this case, a single photo. 

Jemma came out of the bathroom, lipstick freshened up, hair brushed. The green dress really made her soft brown eyes pop and Phil found himself really distracted until was close enough to speak. "Do we talk here or would you consider going for a drive?" Jemma was a smart girl and knew he'd want to lay down rules. They'd have to if they didn't want this to crash and burn, and Phil did _not_ want that to happen. Jemma suggested the drive and Phil easily agreed. He opened the door for her when they got to the entrance and led her through the garage to Lola. 

Phil settled in next to her in Lola and looked over. "Where can I take you?" 

"Anywhere you like." Jemma flushed at the lewdness but didn't look like she was joking. That was gratifying. "What about up the coast a bit?" Phil waited awhile to speak so they could enjoy the way the sun was glinting off the water. The sun was already setting and Phil knew they should have been back hours ago, but he didn't want to have to stop being near her right now. He didn't want to have to go back to the bus and was seriously considering telling May he was fucking off somewhere with Jemma and that she needed to make up an excuse if anyone asked. She'd do it, too. That was the great thing about May. She might send you blackmail photos, but she was a solid friend. 

"... I think we should agree that on the clock work time is off the clock us time." Jemma had spoken first and though it seemed to pain her. Phil wondered if she knew how brave she was. 

He took her hand and stroked the palm with his thumb. "That's a good place to start." Phil pulled them into a little parking area off of the beach facing the water. "We need to remain professional." He didn't know how he was going to be professional when he wanted to live between her thighs, but he was going to figure it out. "May knows." Jemma's face pinked up. "May always knows." Phil had made a small gallery with some of the photos, and showed them to Jemma, keeping the lewd ones out of the mix to spare her that embarrassment. "I didn't see her, but then I wasn't really focused on anything other than you in that dress." 

Jemma looked a little sick and handed him back the phone. "She's going to be cruel about it, isn't she?" 

Phil shook his head. "She won't mention it unless you bring it up. This," he tapped the photo of them at the stingray tank, "it's her letting me know to watch my ass... to watch both of ours. The next time it could be someone unfriendly." 

"So I can't be intimate with you on the bus and from those pictures we can't be intimate off the bus. What are we supposed to do?" She sunk down in her seat a little, dejected and Phil took her hand back and brought it to his lips to kiss the knuckles. 

"If May wants to be our personal photographer, let her. She'll never use it and we've got a couple of nice photos out of the deal. Our private lives are our private lives and I'm not about to stop taking you out just because May thinks its a bad idea." Jemma squeezed his hand and brought the back to her lips to kiss. Phil got a little choked up by the way her lips lingered over the veins on the back of his hand, finding that almost more intimate than what they'd done last night. Almost. 

"On the bus, you're my boss, but out in the world, you'll just be Phil." Jemma looked up at him, biting her lip a little. "Is that ok?" He nodded at her, thinking he couldn't have put it better himself. He was glad Jemma's work was so important to her because it allowed her to come to these very rational decisions relatively easily. Either that or she'd spent quite some time thinking about it before they so much as held hands. "Fitz is going to be devastated." Phil nodded, pulling her close with an arm around her shoulders. "He'll think he's being abandoned. He hates it when I'm seeing someone." 

"I have every faith that you'll make sure he knows that's not the truth. You might also want to put him off Ward's scent. The guy's head over heels for Skye and really only situationally bisexual, both situations being life or death." Phil grimaced a little bit. "There's a nice guy in opps at the Hub who might be Fitz's type. At least he'd be able to keep up with him in conversation." 

"Agent Kahn?" Phil looked surprised. "They were together for two months a few summers ago. It didn't end well." Jemma grimaced at the thought of how that relationship had ended. Fitz had been a wreck. Jemma tried to get her mind off of Fitz and leaned over to whisper in Phil's ear. "Want to go sit out there?" The weather was beautiful and the sunset really was stunning. 

"Deal." Phil unlocked the car and went around to the trunk to pull out a blanket. It was well-worn and looked impossibly soft. Phil had had this blanket in one trunk or another his whole adult life. It had been the scene for many a drunken roll. 

"Always prepared. Boyscout?" Jemma stepped out of the car and they started walking towards the sand. Phil laughed and shook his head at her question. 

"Army Ranger." He watched her slide off her shoes at the sand and lean down to pick them up. Jemma thought she was so clumsy, but the movement was smooth and graceful. Phil steadied her with a gentle hand on the shoulder when she wobbled a little bit and she looked up at him with that smile in her eyes that made his heart race. He gave her his arm and walked until she picked a spot. "Just give me a moment." Phil flicked the blanket out and let it settle, adjusting a wrinkle or two before he pulled off his shoes and stepped on, offering Jemma his hand so she could do the same. "Are you warm enough? I can go get my jacket from Lola." 

"Oh, I'm fine," she assured him and settled in next to him on the blanket a little closer. "Phil...." she paused and then looked up at him. "Do you have any condoms on you because I don't want you to get up but I'm also not going to go back to the bus without being with you at least once more." Phil reached into his pocket and pulled out a rubber with a shy smile. "They teach you that in the Army Rangers, too?" 

Phil laughed and nodded. "Yep. Taught us how to paralyze a man with a spoon and to always bring condoms along when you're with a stunning woman you very much hope to watch orgasm again." Jemma shuddered and looked suddenly shy though it had been her question in the beginning. Phil took that as a bit of a challenge and leaned in to run his lips over her throat. "I thought I was going to have to push you up against that wall in the stingray enclosure, hike your skirt up, and have you. You're beautiful in that dress." It clung to her in the chest and waist and flowed freely around her thighs and calves. It was totally modest but had an easiness that her clothes typically didn't have. Jemma flushed deeper. "Other than getting really red, you flirted very well." Phil thought to how she leaned over in the sting ray room and showed off her breasts. His hand stroked the outside curve of that breast through the fabric of the light sweater she was wearing. "And I got quite a show." He shifted his hand inside the sweater to rest over the thin fabric of her dress. He could feel her nipple perk up the second he touched her breast and shifted his thumb over it to make her gasp. 

"If those kids weren't in there, I'd have let you." Jemma arched her back into Phil's touch and laughed. "Who am I kidding? I'd have let you regardless." She tugged on his shirt so he'd lean in more and finally kiss her properly. Phil had been resisting her for hours and he was dying to touch. There was no reason to restrain himself anymore, so he kissed her like he meant it. She clung to him, pushing her hands under his shirt to his back. Phil liked how hungry Jemma was felt against him. Not only was it incredible to be the partner of someone who was really enjoying themselves, that it was someone he genuinely cared for made it that much better. 

He'd settled in above her, bottom halves pressed in tightly against each other. Her skirt had hiked way up as his fingers came to rest between her thighs. He pulled one of her legs up over his hip and pressed in closer. Phil had been fighting off an erection all day, but had no reason to fight a moment longer. The pull she had on him was all encompassing and he shuddered against her as she tightened the grip she had around his hips. She _wanted_ him and Phil's libido skipped a beat. "We might not be able to do this for awhile," Jemma said softly, eyes clouded. "... give me something to hold onto." Phil liked that it wasn't a reuqest. Jemma was demanding this of him like it was her right. She was pushing all his buttons and Phil had no doubt he'd give her a reminder of what was about to happen. There was no way she wasn't already aching between her thighs, but she wanted more. She wanted some kind of physical reminder she could hold onto that no one would know about and, he suspected, that no one could take away. 

Phil reached between them to pull the top of her dress aside, revealing her right breast to the cool early evening air. Its nipple hardened to match its partner, and Phil leaned in to lap at the very tip. He could feel her body shift and push against his as he moved his lips over one breast, then the other. Jemma's hands came to his shoulders, then one came to the back of his head, pulling him closer. Phil could feel how aroused she was by the relative humidity between their groins and he really couldn't wait a moment longer to touch her there. He was keeping all of his movements close and pretty contained because it was still a public beach, but he wasn't walking away from here without one more time with Jemma. No one knew what would happen in a week, a day, an hour. Their lives were impossibly complicated, so stealing time like this was the only way a lifetime agent like Phil could find connection. 

He snaked his hand under her dress and cupped her through the thin fabric of her panties. These were sturdier than last night's pair, but still felt like silken heaven against Phil's fingertips. With his mouth closing on her throat, Phil used his fingers to sweep away the fabric aside to touch her flesh. If the underwear was silken heaven, Phil didn't even have a word for what her body felt like under them. "I love how wet you get for me." Jemma moaned something about oceans to Phil as his forefinger and thumb found her clit and started to stroke. Phil had to muffle her moan with his mouth, pulling back only when she stopped. His eyes had darted around and there was no one near enough to hear her. Phil figured that from now on, unless someone came around, he'd let her moan. The waves were crashing pretty hard right now in anticipation of a storm, echoing against the rock behind them. They drowned her out most of the way, so it was a relatively safe gamble. 

Jemma was not subtle in how she responded, reaching behind her neck to untie the dress and reveal her breasts for him. His cock gave a hard jump against the front of his pants at just the sight of her. It was more than overjoyed in the next few moments as she urged his hips up and unzipped his pants. Her fingers didn't go under the fabric of his boxers, just settled in against the soft cotton and started to massage. Phil let out a soft gutteral sound against her breast as her thin, strong fingers squeezed his balls in slow pulses. Lord she was good at that. Phil's fingers sped up on her clit to distract her. It worked as her hand fell still as her head fell back with a moan. 

Phil watched Jemma carefully as she started to climb, careful to get her very near to the edge, but not let her go over. It was after the second orgasm he intentionally ruined that she really started squirming. She was too polite to say anything, but by the time she was close again her hand had come to his wrist, refusing to let him pull away or adjust. "Right there." Phil could feel how swollen her clit was getting between his fingers and he knew it must ache. It was what she'd asked for, though. He waited until her hips were jumping up off the sand against his hand before Phil leaned in and let his hand fall still, just cupping his palm around her. His fingers pushed the fabric over more so he could touch as much of her flesh as he could while she squeezed his wrist brutally. "Phil!" Jemma was at her breaking point, looking at him with frustration and confusion. Phil decided to enlighten her. 

"You're going to ache tomorrow." Her eyes widened and Phil could see her throat tighten as she swallowed the thought. "Every time you walk, you sit down... you shift..." Phil gave her pressure between her thighs and rocked the heel of his hand against her clit. "You're going to think of this." It was going to have to be enough for awhile. She nodded to register her understanding, lips pressed together as she tried hard to squirm down on his palm enough to get herself off. "Come here." She came to him willingly, hair falling back as her breasts arched up toward him. Phil met her in the middle with a kiss. He waited until she relaxed a little bit and pushed two fingers into her. Phil was quite glad he was holding her tightly because Jemma became instantly electrified. "Ok?" 

Jemma looked at him like he was insane, but nodded her head, breathless and wild-eyed. "Please, Phil." He liked the tone of her voice so he kept pushing her body, his hand rocking against her, fingers flexing inside. Jemma's words became more pleading. "I want more.... want... want you." Jemma's spine moved like a jellyfish against his arm, and Phil did his best to hold onto her as she squirmed. The moment she said the magic words, he'd give her a little relief. Her frustration was mounting and her body was actually shaking by the time she reached her breaking point. "Jesus, please Phil. Fuck me. Let me cum... I need..." Her eyes brimmed with tears of frustration, but they cleared up into anger when he pulled his fingers from her body. "What the fuck?" 

He couldn't help it, Phil laughed. "I thought you might give me a hand." Her body was coiled like a spring and Phil decided that he might be pushing her too far too fast. "Can you wait for me?" Jemma was pressing her thighs together, toes clenching and relaxing as she tried to get the right kind of friction going. "... do you promise to cum for me when I'm inside you?" Her brows beetled and Phil's hand moved back between her thighs. She got his drift and nodded with enthusiasm. She'd pulled him out and Phil couldn't help himself when he rubbed against her hip. "You are beautiful." It was trite, maybe, but it was also true. It was also the last thing he said to her until her body was pushing down on his hand hard enough to strain the tendons in his wrist. 

Her head fell back and she was propped up on her elbows, panting and mangling his name. The image was nearly obscene because of the way her dress was hanging down from the top and pushed up from the bottom so that it bunched around the middle. Phil leaned in to hold her as her body went wild. Her hand snapped out and grabbed his wrist hard, surprising Phil but not stopping him from pushing her body to give him all it had. His other hand rested on her belly, pushing down a little as she moved, setting off a twisting corkscrew of her hips against his fingers. The girl was going to hurt herself if she wasn't careful, but Phil liked how uninhibited she was. When Jemma had finally wrung out every bit of pleasure she could handle, she collapsed back onto the sand, panting even harder, one hand resting between her breasts. 

"Oh God... Phil... Oh... " She smiled and looked down to where he still had his hand between her thighs. "I like that." Phil didn't understand what she was talking about until her fingers stroked the back of his hand. "I like how you look at me when we're having sex." Phil leaned in to brush his lips against hers, feeling like maybe sex had loosened her tongue more than she'd have liked. She accepted the kiss but pulled back after a few seconds. "I like how I feel when you look at me like that." Her fingers stroked over the bare inside of her breast. 

Phil wondered if anyone had ever given Jemma the attention she needed as a woman. She was confident in what she wanted, but seemed so hungry for affection. Jemma got attention for being a scientist, a doctor, a team member, a daughter, a scholar... but what about for the fact that she was part of the fairer, more mysterious sex? Had anyone ever told her how beautiful she looked before? "I want you to fuck me." Her lips wrapped around fuck and she said it quietly under her breath a few times, love stoned as she was. "No.. I need it," she corrected. Jemma giggled and reached between his legs, a grasp to which Phil gratefully submitted.


	17. Chapter 17

Jemma took a few minutes to recover, but the moment she could, Jemma took him in hand and started to stroke. Phil took only moments to start filling out in her hand, making Jemma smile at him as she sat up to claim a kiss. "You're so restrained," Jemma told him. "... I've never had anyone so concerned with my pleasure over their own." She gave Phil a slow tug from root to base before going the other way. "I want you to let yourself go, Phil." He looked at her, his eyes searching hers. "I'm not fragile, I'm not breakable. I want you to really let go and have at me." Jemma felt bolder by the minute, literally leading him by his cock as she crawled up into his lap. "I want to feel you every time I sit down for a week." Phil was surprised by her words, that much was clear from the way his brows jumped. "What? You thought I'd be all satin and roses, sex under the sheets?" 

Phil laughed and shook his head. "I think we established a few times last night and then again this morning that you... ah.... You're anything but timid in bed. Which...." His thumb traced over her wrist and Jemma's hand tightened in reflex around his cock. That caused Phil to lose track of his thoughts and there was another tick in the 'win' column for Jemma. 

"You were saying?" Her thumb stroked down the underside of him as her other hand reached between her legs. "Something about me not being timid in bed?" Or in the shower or on the beach, Jemma thought with some measure of pride as she got her hand wet. Jemma's slick hand traded out for the one currently wrapped around him. Phil shuddered against her hand and grabbed her wrist. She knew she had him when he grabbed her hips and turned her around. Jemma was surprised at how fast he did it and how willingly she went. Well only one of those were true considering how her ass immediately rose and her legs immediately spread for him. Phil's hands moved down the backs of her thighs and then up over her ass. He was taking a breather, that much was clear. It turned her on to no end that she'd brought him close so easily even after all they'd done in the past 24 hours. She'd have to remember to push fluids on him once they got back to the hotel. 

The light smack on her bottom was a surprise but Jemma turned around and nodded enthusiastically. Oh yes, this was really happening. Phil was really giving her a spanking on a public beach. Swap out his desk for the beach and it would have been straight out of one of Jemma's fantasies. Thankfully they'd put their blanket near a cove away from sight of the road, but anyone who really wanted to could see him letting his hand collide with her backside. Jemma squeaked when the next blow was a little harder. "You said you wanted to feel me when you sat," Phil reminded her as his fingers gently rubbed the spot he'd hit while his other hand reached for his pants pocket to retrieve the condom that waited. Jemma knew Phil was all for being prepared, but damn was she happy he was since she hadn't grabbed any condoms before leaving for their date. She needed to. Phil shouldn't have to be responsible for all the birth control. 

"Hair," Phil asked her softly as he bent his body to hers. Sweet lord it felt good to have him cover her like that. Jemma nodded again and saw him smile. Her answer pleased him and Jemma rubbed her thigh against his in excitement. She craned around to watch whatever she could as he slid the condom on. Safety was sexy to Jemma, but she turned back around and closed her eyes once he was done. She was more than ready for him and wanted to focus on sensation as much as she could as he pushed into her. There was the gentle brush of him against her thigh and Jemma's butt wiggled in the air toward him like a bloody cat in heat. She reached back to touch his thigh, to pull him toward her. The depths of her felt starving though she'd been gorging on him all night and day. 

Phil was not slow as he pushed in and she let out a deep sigh as though there wasn't enough room in her body for both his cock and her breath. She heard him whisper: "Jesus" softly against her shoulder blade as he bent over her, kissing down the inside of it, making her back move in a small wave against him. She drew another "Jesus" when she clenched herself as hard as she could around him and made the same wave movement. That broke him and all of a sudden Jemma's hips were pulled back hard so Phil could hold her in place. He gripped the fronts of her thighs up high with his thumbs right under her ass and every time he landed home inside her, he gave her hips an extra little pull. It had her crying out his name in competition with the sound of the waves. 

Phil's hands moved up her body, trusting her to stay steady. She did him proud by clenching her thighs and holding strong. It was a damn hard thing to do with the way he was fucking her. This was not making love, this wasn't screwing or even making whoopie. This was downright fucking and Jemma was being driven out of her mind quite quickly by him. 

Her toes curled as she felt his hands stroke her hair. She knew what was coming but couldn't help but gasp as he gathered it at the back of her head and pulled. He wasn't like a few of the guys she'd been with. He didn't just yank, he slowly pulled, straining her neck and arcing her torso. Now it was her turn to take the Lord's name in vain. She did it a bit more creatively than Phil because she pretty much felt like she was in a continuous loop of tiny orgasms. Her body was overwhelmed with him, with what he was doing and by the time he was really tugging, she was full on cumming around him. 

Of course he didn't stop. Phil was a man who liked to watch his women orgasm. He'd pretty much said that already, but it was more than apparent in the smile on his lips and the sheer determination in his eyes that he was struggling. He was holding onto his own orgasm with an iron grip, unwilling to be done with her. That longing he displayed when he watched her just fueled her libido. It was that same sort of feedback loop and Jemma didn't think her legs were going to support her for much longer. 

"Phil...." Her eyes were streaming but not because she was in any sort of pain that would make her stop this. She was in pain. Rough sex hurt, but that was what was so damn good about it. Her scalp would ache for a few days and her thighs might even have bruises, but Jemma wanted them as much as she wanted him. "Phil... please...." He used one hand to slip between her legs, not stroking her clit but just leaving his finger on it with a bit of pressure. The movement along with the pounding he was giving to her made the kind of friction that wrecked her. 

Jemma was dimly aware of his orgasm and smiled from where her head lay against that soft blanket in the sand. She'd be annoyed later that she hadn't paid more attention, hadn't been able to focus properly on his pleasure, but right now she just couldn't. She was too wrung out by him. Her body felt like it was on vibrate as he gathered her up against him, kissing the nape of her neck as he stroked her hair. He got them on their sides and lay there holding her, pulling the blanket up on one side to block her from the breeze coming off the surf. She noticed the tide was starting to come in and smiled at it a little dazed. The moon reflected off the water and she knew he was saying something but all she could hear was the surf and her heartbeat. She just pulled his arm around her tighter and closed her eyes. She wasn't going to sleep, but she needed to breathe calmly for a few minutes. Phil picked up on it when she didn't respond and started to stroke her arm through the blanket. It felt nice because of the fuzziness of the blanket, but mostly it felt nice because of Phil and it helped her become more and more aware. "Hey." 

"Welcome back." Phil's fingers stroked her cheek, his knuckles just grazing over one of the tear tracks. He looked at her with concern in his eyes, but he didn't ask. Jemma decided to answer anyway. 

"It's good. Just happens sometimes when I'm really overwhelmed." She turned in his arms to face him just so he would know for sure she was telling him the truth. "I loved every minute of this and everything we've done." She kissed the tip of his nose and got a very confused look before he kissed her back. His was on the lips though. "... also, the next time we're alone in your office...." She leaned in to suck gently on his throat and let him think about it for a few moments. "I had the loveliest dream about being bent over it and spanked." Phil's face was priceless. 

They laid there until they were both cold and it was really far too late to be going back to the hotel together. It was already going to be a little fishy and Jemma wondered what Phil would want to tell people. Instead of asking like she normally would, Jemma just pulled her clothes on and helped Phil fold up the blanket. She could honestly say that she adored this man and the thought of this ending made her sick to her stomach. Jemma slipped her hand into his for the walk back to Lola and tried to hang on to her afterglow. He helped her get her shoes back on and opened her door for her, so that helped quite a bit. 

She'd always thought him a gentleman, well aware of social necessities, but the way he'd been made her upgrade him to the status of true gentleman. Jemma moved to sit, but before she could, he pulled her to him and kissed her long and slow. It was clear that they were both struggling with going back and somehow that made her feel a little better. They'd immersed themselves in the time they'd spent together so thoroughly that it was brutal to have to think about going back to the real world. 

They'd agreed to a cab on the way and Phil pulled over at a spot nearish to the bus. He was the one to hail the cab and paid the man before she had to watch him recede in the back window until he was a tiny speck. Jemma turned back around and straightened herself out as she mentally went over her cover story. She refused to mess this up for him with her dreadful lying skills. Jemma felt a pit in her stomach as she thought about having to be in the same room with Phil and not jump him. It was more than that, she knew, but _that_ she was not nearly ready to think about.


End file.
